As filed with the Securities and Exchange Commission on July 24, 2026.

Registration No. 333-295563

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ATII Holdings Inc.*

(Exact name of Registrant as Specified in its Charter)

For Co-Registrants, see “Table of Co-Registrants” below.

Delaware	6770	41-2980280
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2093 Philadelphia Pike #1968

Claymont, DE 19703

(725) 312-2430

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Long Long

Chief Executive Officer

2093 Philadelphia Pike #1968

Claymont, DE 19703

(725) 312-2430

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Giovanni Caruso
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Tel: (212) 407-4000 Curtis Zimmermann
Chief Legal Counsel
Forge Nano, Inc.
12300 Grant St. #100
Thornton, CO 80241
(720) 259-8579 Benjamin M. Goodchild
Timothy Cruickshank
Christodoulos Kaoutzanis
Paul, Weiss, Rifkind, Wharton &
Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

* Prior to the consummation of the Business Combination described herein, Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (“ATII”), intends to merge with and into its wholly owned subsidiary, ATII Holdings Inc., a Delaware corporation (“Pubco”), with Pubco continuing as the surviving company (the “Domestication Merger”) pursuant to the Companies Act (as revised) of the Cayman Islands and the Delaware General Corporation Law, as amended. Upon effectiveness of the Domestication Merger, Pubco, as the surviving entity in the Domestication Merger, will be incorporated under the laws of the State of Delaware. All securities being registered will be issued by Pubco. In connection with the Business Combination, Pubco intends to change its name to “Forge Nano Holdings Inc.”

The registrant and co-registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

	State or Other	Primary Standard
	Jurisdiction of	Industrial	I.R.S.Employer
	Incorporation or	Classification	Identification
Exact Name of Co-Registrant as Specified in its Charter(1)(2)	Organization	Code Number	Number
Forge Nano, Inc.	Delaware	3569	45-239850

(1) The Co-Registrant has the following principal executive office: 12300 Grant St. #100, Thornton, CO 80241

(2) The agent for service for the Co-Registrant is: Forge Nano, Inc., Attn: Paul Lichty, CEO, 12300 Grant St. #100, Thornton, CO 80241

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The co-registrants may not issue the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the securities and exchange commission, of which this preliminary proxy statement/prospectus is a part, is declared effective. This preliminary proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED July 24, 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

ARCHIMEDES TECH SPAC PARTNERS II CO.

(a Cayman Islands exempted company)

PROSPECTUS FOR UP TO 251,510,000 SHARES OF COMMON STOCK AND
11,920,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK

OF

ATII Holdings Inc.

(to be renamed “Forge Nano Holdings Inc.” in connection with the Business Combination described herein)

The board of directors of Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (“ATII” or the “Company”), has unanimously approved: (1) the merger of ATII with and into ATII Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of ATII (“Pubco”), with Pubco surviving such merger (the “Domestication Merger”) pursuant to the Merger Agreement attached to this proxy statement/prospectus as Annex A (the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus; (2) at least one day after the effective time of the Domestication Merger (the “Domestication Merger Effective Time”), (i) the merger of ATII Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ATII (“Merger Sub I”) with and into Forge Nano, Inc., a Delaware corporation (“Forge Nano”), with Forge Nano surviving (the “Initial Surviving Corporation”) such merger (the “First Company Merger”), pursuant to the Merger Agreement and as more fully described elsewhere in this proxy statement/prospectus and (ii) immediately following the effective time of the First Company Merger (the “First Effective Time”), the merger of the Initial Surviving Corporation with and into ATII Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of ATII (“Merger Sub II”), with Merger Sub II surviving (the “Surviving Company”) such merger (the “Second Company Merger” and together with the First Company Merger, the “Company Mergers”), pursuant to the Merger Agreement and as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Merger Agreement and documents related thereto (such transactions, together with the Domestication Merger, the Company Mergers, collectively, the “Proposed Transaction” or “Business Combination”).

On April 20, 2026, ATII, Pubco, Merger Sub I, Merger Sub II and Forge Nano entered into the Merger Agreement. Capitalized terms used in this proxy statement/prospectus but not otherwise defined herein have the meanings given to them in the Merger Agreement.

The Domestication Merger

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, ATII will re-domicile and become a Delaware corporation by merging with Pubco, following which the separate corporate existence of ATII will cease and Pubco will continue as the surviving corporation. At the Domestication Merger Effective Time, Pubco will adopt Delaware organizational documents, which will provide, among other things, that the name of Pubco will be changed to “Forge Nano Holdings Inc.”

Immediately prior to the Domestication Merger Effective Time, each then issued and outstanding unit of ATII (an “ATII Unit”) will separate and convert automatically into one ordinary share, par value $0.0001 per share, of ATII (an “ATII Ordinary Share”) and one-half of one warrant of ATII, each whole warrant entitling the holder thereof to acquire one ATII Ordinary Share at a purchase price of $11.50 per share (the “ATII Warrants”), and all ATII Units will cease to be outstanding and will cease to exist. At the Domestication Merger Effective Time, each then issued and outstanding ATII Ordinary Share (which, for the avoidance of doubt, includes ATII Ordinary Shares held as a result of the separation of the ATII Units) will be cancelled in exchange for the right to receive one share of common stock, par value $0.0001 per share, of Pubco (each, a share of “Pubco Common Stock”) and each ATII Warrant that is outstanding and unexercised shall convert automatically into a warrant to acquire one share of Pubco Common Stock at a purchase price of $11.50 per share (each, a “Pubco SPAC Warrant”), pursuant to the terms of the Warrant Agreement, dated as of February 10, 2025, by and between the Purchaser and Odyssey Transfer and Trust Company, as warrant agent (the “ATII Warrant Agreement”).

For more information, please see the section of this proxy statement entitled “Proposal No. 2 – The Domestication Merger Proposal.”

First Company Merger

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, at least one day following the Domestication Merger Effective Time, Merger Sub I will merge with and into Forge Nano, with Forge Nano surviving as the Initial Surviving Corporation and as a result of which the holders of the issued and outstanding capital stock of Forge Nano will receive shares of Pubco Common Stock in exchange for the issued and outstanding capital stock of Forge Nano. As a result of the First Company Merger, Forge Nano will become a wholly-owned subsidiary of Pubco.

At the First Effective Time: (i) each share of each class of Forge Nano’s preferred stock, par value $0.0001 per share (the “Forge Nano Preferred Stock”), that is issued and outstanding immediately prior to the First Effective Time shall be converted into shares of Forge Nano Common Stock (as defined below) pursuant to Forge Nano’s organizational documents as in effect immediately prior to the First Effective Time; (ii) each share of Forge Nano’s common stock, par value $0.0001 per share (the “Forge Nano Common Stock”), that is issued and outstanding immediately prior to the First Effective Time (including shares of Forge Nano Common Stock issued upon conversion of the shares of Forge Nano Preferred Stock, but not including treasury shares which will be canceled immediately prior to the First Effective Time) will be cancelled and automatically converted into the right to receive, without interest, the applicable pro rata portion of the Closing Payment Shares (as defined below) for such number of shares of Forge Nano Common Stock (the “Applicable Per Share Merger Consideration”); (iii) each outstanding warrant of Forge Nano (a “Forge Nano Warrant”) that is issued and outstanding and unexpired immediately prior to the First Effective Time will be assumed by Pubco and become a corresponding Pubco warrant (a “Pubco Forge Nano Warrant”), subject to the same terms and conditions (including vesting and exercisability) as were applicable to the corresponding Forge Nano Warrant immediately prior to the First Effective Time; and (iv) each option or other right to acquire securities of Forge Nano and/or its affiliates held by Ascent Funds International Management LLC, including those specified in the Amended and Restated Consulting Agreement between Ascent Funds International Management LLC and the Company dated September 1, 2025 (the “Forge Nano Ascent Options” and together with the Forge Nano Warrants, the “Forge Nano Convertible Securities”), that is issued and outstanding and unexpired immediately prior to the First Effective Time will be cancelled and converted into one warrant to purchase shares of Pubco Common Stock (a “Pubco Ascent Warrant” and together with the Pubco Forge Nano Warrants, the “Pubco Convertible Securities”) pursuant to the Pubco Ascent Warrant Agreement, substantially in the form attached to the Merger Agreement. Under the Merger Agreement, “Closing Payment Shares” means such number of shares of Pubco Common Stock equal to (a)(i) $1,200,000,000 divided by (ii) $10.00 minus (b) the Pubco Common Stock issuable upon exercise of any Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any.

At the First Effective Time, each option to purchase shares of Forge Nano Common Stock (each, a “Forge Nano Option”) that is issued and outstanding and unexpired immediately prior to the First Effective Time will be converted into an option to purchase shares of Pubco Common Stock (each, a “Pubco Option”) on substantially the same terms and conditions, including with respect to vesting and termination-related provisions (as applicable, except that such Pubco Options will relate to the number of whole shares of Pubco Common Stock (rounded down to the nearest whole share) equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Forge Nano Common Stock subject to such Forge Nano Option immediately prior to the First Effective Time and (b) the quotient of (1) the Applicable Per Share Merger Consideration divided by (ii) the Equity Award Conversion Amount (as defined in the Merger Agreement), with an exercise price per Pubco Option (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per Forge Nano Option by (ii) the Equity Award Conversion Amount).

Earn-Out

Pursuant to the terms of the Merger Agreement, and subject to the terms and conditions set forth therein, the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities will be entitled to receive a proportional amount of up to an aggregate of 90,000,000 additional shares of Pubco Common Stock (the “Earn-Out Shares”), issuable upon achievement of certain milestones during the five (5) year period following the Closing Date (the “Earn-Out Period”). The Earn-Out Shares will be issued at or prior to the Closing to the Escrow Agent and will be disbursed therefrom upon achievement of the applicable milestones as follows:

● 30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP (as defined in the Merger Agreement) of Pubco Common Stock equals or exceeds $15.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the U.S. Securities and Exchange Commission (the “SEC”) for the preceding twelve months equals or exceeds $400,000,000;

● 30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP of Pubco Common Stock equals or exceeds $20.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $600,000,000; and

● 30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP of Pubco Common Stock equals or exceeds $25.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $800,000,000.

The milestones applicable to the Earn-Out Shares operate on a cumulative basis, such that if a higher milestone is achieved, the lower milestones are deemed achieved as well and the Earn-Out Shares attributable to such achieved milestone and each lower milestone will be disbursed. The Earn-Out Shares attributable to holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities pursuant to the Merger Agreement will only be disbursed by the Escrow Agent if an applicable milestone is achieved upon the exercise, conversion or settlement of any Pubco Convertible Securities in accordance with their terms.

Second Company Merger

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, immediately following the First Effective Time, the Initial Surviving Corporation will merge with and into Merger Sub II, with Merger Sub II surviving as the Surviving Company and Pubco acquiring one membership interest in the Surviving Company and such membership interest will constitute the only outstanding equity of the Surviving Company.

Consummation of the Business Combination is conditioned on the approval of each of the Condition Precedent Proposals. If any of the Condition Precedent Proposals are not approved at the extraordinary general meeting (or any adjournment or postponement thereof), then unless certain conditions in the Merger Agreement are waived by all parties to the Merger Agreement, the Merger Agreement may be terminated and the Business Combination may not be consummated.

For more information, please see the section of this proxy statement entitled “Proposal No. 1 – The Business Combination Proposal – Merger Consideration.”

After careful consideration, the board of directors of ATII (the “ATII Board”) has (1) approved and declared advisable the Business Combination and the transactions contemplated thereby, (2) declared that the Business Combination and the transactions contemplated thereby are fair to and in the best interests of ATII and the holders of ATII Ordinary Shares, (3) determined that the Merger Agreement be submitted to the holders of ATII Ordinary Shares for the approval and adoption of the Business Combination and the transactions contemplated thereby, and (4) determined to recommend to the holders of ATII Ordinary Shares the adoption of the Merger Agreement and the approval of the Business Combination and the transactions contemplated thereby, including the election of six (6) directors to a staggered board of directors of Pubco following the Closing.

PIPE Financing

Concurrently with the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into a subscription agreement (the “PIPE Subscription Agreement”) with a certain accredited investor (the “Initial PIPE Investor”), pursuant to which, subject to the terms and conditions thereof, Pubco will, substantially concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 10,000,000 shares of Pubco Common Stock (the “PIPE Subscribed Shares”) to the Initial PIPE Investor at a subscription price of $10.00 per share and warrants (the “PIPE Warrants”) to purchase an aggregate of 15,000,000 shares of Pubco Common Stock to the Initial PIPE Investor, each with an exercise price of $10.00 (subject to adjustments as described below), for an aggregate purchase price of $100,000,000 (the “PIPE Financing”). A copy of the PIPE Subscription Agreement is attached to this proxy statement/prospectus as Annex H and a copy of the PIPE Warrant Certificate is attached to this proxy statement/prospectus as Annex I. The PIPE Subscription Agreement is expected to be amended and restated (the “A&R PIPE Subscription Agreement”) to provide for the issuance and sale to the Initial PIPE Investor of (i) 7,000,000 shares of Pubco Common Stock at a subscription price of $10.00 per share and (ii) pre-funded warrants (the “Pre-Funded PIPE Warrants”) to purchase an aggregate of 3,000,000 shares of Pubco Common Stock, each with an exercise price of $0.0001 per share, at a subscription price of $10.00 per Pre-Funded PIPE Warrant, together with PIPE Warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock, for an aggregate commitment by the Initial PIPE Investor of $100,000,000. The A&R PIPE Subscription Agreement and the Pre-Funded PIPE Warrants have not yet been finalized or executed.

In addition, concurrently with the execution of the Merger Agreement, ATII and Forge Nano entered into the Purchaser Support Agreement (as defined herein) with the Sponsor, a copy of which is attached to this proxy statement/prospectus as Annex C. Pursuant

to the Purchaser Support Agreement, the Sponsor will transfer an aggregate of 3,000,000 Founder Shares (or the 3,000,000 shares of Pubco Common Stock into which such Founder Shares are converted in the Domestication Merger) held by them to the Initial PIPE Investor at the Closing in connection with the PIPE Financing for no additional cash consideration.

In the event that on the 21st trading day following the six-month anniversary of Closing, the VWAP (as defined in the PIPE Warrant Certificate) of the Pubco Common Stock is less than the Exercise Price (as defined in the PIPE Warrant Certificate), Pubco will issue to the Initial PIPE Investor the additional warrants entitling the Initial PIPE Investor to purchase up to 10,000,000 shares of Pubco Common Stock (the “Reset PIPE Warrants”), in an amount equal to (i) the product of (x) 5,000,000, multiplied by (y) the Exercise Price then in effect divided by the PIPE Reset Price minus (ii) 5,000,000. In addition, if, on the 24-month anniversary of the Closing Date, the Initial PIPE Investor certifies in writing that the Initial PIPE Investor beneficially owns 5,000,000 shares of Pubco Common Stock, Pubco will issue to the Initial PIPE Investor the additional warrants entitling the Initial PIPE Investor to purchase 5,000,000 shares of Pubco Common Stock (the “Additional PIPE Warrants”).

The PIPE Subscription Agreement contains customary representations, warranties, covenants and agreements of Pubco, ATII, Forge Nano and the Initial PIPE Investor and are subject to customary closing conditions and termination rights. The closing of the PIPE Financing (the “PIPE Closing”) is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the PIPE Subscription Agreement (subject to certain bring-down standards).

Additionally, subsequent to the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into subscription agreements (the “Additional PIPE Subscription Agreements”) with certain other accredited investors (collectively, the “Additional PIPE Investors” and together with the Initial PIPE Investor, the “PIPE Investors”), pursuant to which, and subject to the terms and conditions thereof, Pubco will, substantially concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 2,300,000 shares of Pubco Common Stock (the “Additional PIPE Subscribed Shares”) to the Additional PIPE Investors at a subscription price of $10.00 per share, for an aggregate purchase price of $23,000,000 (the “Additional PIPE Financing”). The form of the Additional PIPE Subscription Agreements is attached to this proxy statement/prospectus as Annex J.

The Additional PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of Pubco, ATII, Forge Nano and the Additional PIPE Investors and are subject to customary closing conditions and termination rights. The closing of the Additional PIPE Financing (the “Additional PIPE Closing”) is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the Additional PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the Additional PIPE Subscription Agreements (subject to certain bring-down standards).

Conflicts of Interests of the Sponsor, the Insiders and the Initial Shareholders

Since the Sponsor and ATII’s directors and officers (collectively, the “Insiders”), their respective affiliates and representatives and certain initial shareholders of ATII (the “Initial Shareholders”), as well as Forge Nano’s directors and executive officers, on the one hand, have interests that are different from, or in addition to (and which may conflict with), the interests of the unaffiliated security holders of ATII, on the other hand, material conflicts of interest may exist in determining whether the Business Combination with Forge Nano is appropriate and may influence ATII’s directors in making their recommendation that you vote in favor of the proposals presented in the accompanying proxy statement/prospectus.

These conflicts of interest include, among other things, the interests listed below:

● In June 2024, prior to the IPO (as defined herein), Archimedes Tech SPAC Sponsors II LLC (the “Sponsor”), which includes among its members ATII’s directors and officers (the “Insiders”), its affiliates and representatives and certain initial shareholders of ATII (collectively, the “Initial Shareholders”) acquired an aggregate of 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share.

● In February 2025, the Sponsor, the Insiders and the Initial Shareholders purchased in a private placement that closed simultaneously with the closing of the IPO, an aggregate of 530,000 ATII Private Units at a price of $10.00 per unit, consisting of 530,000 ATII Private Shares and 265,000 ATII Private Warrants with an exercise price of $11.50 per share subject to the terms and conditions of the ATII Warrant Agreement.

● As disclosed in the IPO prospectus, in order to finance transaction costs in connection with an initial business combination, the Sponsor or certain of ATII’s directors and officers may, but are not obligated to, loan ATII funds as may be required (the “Working Capital Loans”). If ATII completes an initial business combination by November 12, 2026 (or such later date that may be approved by holders of ATII Ordinary Shares in accordance with the Current Charter) (the “Completion Window”), ATII would repay the Working Capital Loans out of the proceeds of the Trust Account released to ATII in connection with its initial business combination. In the event that the Business Combination is not completed during the Completion Window, ATII may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of the Working Capital Loans may be convertible into private units of ATII, at a price of $10.00 per private unit, at the option of the lender. The units and their underlying securities would be identical to the ATII Private Units sold in a private placement that closed concurrently with the closing of the IPO. As of the date of this proxy statement/prospectus, ATII has no outstanding borrowings under Working Capital Loans.

● The continued indemnification of the directors and current officers of ATII and the continuation of directors’ and officers’ liability insurance after the Business Combination is consummated.

● The Sponsor and the Insiders will be reimbursed for out-of-pocket expenses incurred in connection with activities performed on our behalf, such as identifying potential target businesses and performing due diligence on suitable target businesses for purposes of completing an initial business combination during the Completion Window.

● The fact that the Sponsor, the Insiders and the Initial Shareholders will lose their entire investment in ATII in the event ATII does not complete an initial business combination during the Completion Window. Additionally, after the Closing, certain ATII and Forge Nano officers and directors will be appointed as officers and directors of Pubco. Furthermore, ATII intends to use substantially all of the funds held in the Trust Account (as defined herein) to complete the Business Combination, after the payment to ATII Public Shareholders exercising Redemption Rights (as defined herein) in respect of ATII Public Shares held by them upon Closing, and any remaining amount will be used for future working capital and other corporate purposes of the combined entity following the Closing.

Additionally, pursuant to the Insider Letter entered into in connection with the IPO, the Sponsor, the Insiders and the Initial Shareholders have agreed to waive their rights to any liquidation distributions with respect to such Founder Shares, ATII Private Shares and ATII Private Warrants in the event the Business Combination (or any other initial business combination) is not consummated during the Completion Window. Accordingly, if ATII does not consummate the Business Combination during the Completion Window, each such Founder Share, ATII Private Share and ATII Private Warrant would become worthless and the Sponsor and the Initial Shareholders would lose their entire investment with respect to such Founder Shares, ATII Private Shares and ATII Private Warrants. Additionally, after the Closing, certain of ATII’s and Forge Nano’s officers and directors will be appointed as officers and directors of Pubco. Furthermore, ATII expects to use substantially all of the funds held in the Trust Account to complete the Business Combination, after the payment to ATII Public Shareholders electing to exercise redemption rights upon the Closing, and any remaining amount will be used for future working capital and the other corporate purposes of the combined entity. See “Questions and Answers about the Business Combination and the Extraordinary General Meeting — Q: What happens to the funds deposited in the Trust Account after consummation of the Proposed Transaction?” on page 28.

No compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsor, or any of its affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, the Sponsor and ATII’s directors and officers will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

When you consider the recommendation of the ATII Board in favor of approval of the Business Combination Proposal and each of the other proposals presented to the holders of ATII Ordinary Shares in the accompanying proxy statement/​prospectus, you should keep in mind that the Sponsor, the Insiders, the Initial Shareholders and Forge Nano’s directors and executive officers have interests in such proposals that are different from, or in addition to (and which may conflict with), those of the holders of ATII Ordinary Shares generally.

Ownership of Pubco after the Closing

Upon consummation of the Business Combination, the post-Closing share ownership of Pubco under (1) the No Additional Redemptions Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the Maximum Redemptions Scenario, excluding the dilutive effect of Pubco SPAC Warrants, Pubco Forge Nano Warrants, Pubco Ascent Warrants, Pubco Options, PIPE Warrants, Reset PIPE Warrants, Additional PIPE Warrants and Earn- Out Shares, would be as follows:

	Voting Interests in Pubco
	No Additional			25%			50%			75%			Maximum
	Redemptions(1)			Redemptions(2)			Redemptions(3)			Redemptions(4)			Redemptions(5)
	Shares	%		Shares	%		Shares	%		Shares	%		Shares	%
ATII Public Shareholders	23,000,000	15.3	%	17,250,000	11.9	%	11,500,000	8.3	%	5,750,000	4.3	%	—	0.0	%
Initial Shareholders(6)	3,290,000	2.2	%	3,290,000	2.3	%	3,290,000	2.4	%	3,290,000	2.5	%	3,290,000	2.6	%
Forge Nano Stockholders(7)	108,758,914	72.2	%	108,758,914	75.1	%	108,758,914	78.2	%	108,758,914	81.5	%	108,758,914	85.2	%
PIPE Investors(8)	15,600,000	10.3	%	15,600,000	10.7	%	15,600,000	11.1	%	15,600,000	11.7	%	15,600,000	12.2	%
Total	150,648,914	100.0	%	144,898,914	100.0	%	139,148,914	100.0	%	133,398,914	100.0	%	127,648,914	100.0	%

(1) Assumes that no ATII Public Shareholders exercise redemption rights with respect to their redeemable ATII Public Shares in exchange for a pro rata share of the funds in the Trust Account.

(2) Assumes that 25% of maximum redeemable ATII Public Shares, or 5,750,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $60.5 million from the funds in the Trust Account based on a redemption price of approximately $10.52 per share, which is based on the value of the funds in the Trust Account as of March 31, 2026 (the “Assumed Redemption Price”).

(3) Assumes that 50% of maximum redeemable ATII Public Shares, or 11,500,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $121.0 million from the funds in the Trust Account based on the Assumed Redemption Price.

(4) Assumes that 75% of maximum redeemable ATII Public Shares, or 17,250,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $181.5 million from the funds in the Trust Account based on the Assumed Redemption Price.

(5) Assumes that 100% of maximum redeemable ATII Public Shares, or 23,000,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $242.0 million from the funds in the Trust Account based on the Assumed Redemption Price.

(6) Consists of (i) the 2,450,000 shares of Pubco Common Stock issued to the Sponsor and the Initial Shareholders in exchange for 2,450,000 Founder Shares (assuming that 3,300,000 shares of Pubco Common Stock issued in exchange for 3,300,000 Founder Shares are transferred by the Sponsor to the PIPE Investors upon the Closing pursuant to the Purchaser Support Agreement), (ii) the 530,000 ATII Private Shares held by the Sponsor and (iii) the 310,000 ATII Private Shares held by BTIG.

(7) Consists of (i) the 108,758,914 shares of Pubco Common Stock issuable in respect of 3,827,857 shares of Forge Nano Common Stock (including shares of Forge Nano Common Stock issued upon conversion of Forge Nano Preferred Stock immediately prior to the First Effective Time (including all outstanding shares of Forge Nano Series D Preferred Stock issued following December 31, 2025)) based on an estimated exchange ratio of 28.41 (the “Exchange Ratio”). The Exchange Ratio is based on the Forge Nano Common Stock, Forge Nano Preferred Stock and Forge Nano Common Stock underlying the Forge Nano Convertible Securities, in each case, outstanding as of         , 2026, and does not reflect any issuances of Forge Nano Common Stock, Forge Nano Preferred Stock or Forge Nano Convertible Securities after such date.

(8) Consists of (i) the 10,000,000 PIPE Subscribed Shares acquired by the Initial PIPE Investor pursuant to the PIPE Subscription Agreement at a subscription price of $10.00 per share, (ii) the 3,300,000 Founder Shares transferred by the Sponsor to the PIPE Investors in connection with the PIPE Financing for no additional cash consideration pursuant to the Purchaser Support Agreement, and (iii) the 2,300,000 Additional PIPE Subscribed Shares to be acquired by the Additional PIPE Investors pursuant to the Additional PIPE Subscription Agreements at a subscription price of $10.00 per share. After giving effect to the transfer of the 3,000,000 Founder Shares from the Sponsor, the Initial PIPE Investor’s effective purchase price for shares of Pubco Common Stock received in connection with the PIPE Financing is approximately $7.69 per share, which is lower than the approximately $10.52 per share that ATII Public Shareholders would otherwise receive based on the Assumed Redemption Price.

The following table illustrates varying ownership levels of Pubco immediately following the Business Combination on a fully diluted basis⁽¹⁾:

	Voting Interests in Pubco
	No			25%			50%			75%			Maximum
	Redemption			Redemptions			Redemptions			Redemptions			Redemptions
	Shares	%		Shares	%		Shares	%		Shares	%		Shares	%
ATII Public Shareholders(2)	34,500,000	11.7	%	28,750,000	10.0	%	23,000,000	8.1	%	17,250,000	6.2	%	11,500,000	4.2	%
Initial Shareholders(3)	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.4	%
Forge Nano Stockholders(4)	210,000,000	71.5	%	210,000,000	72.9	%	210,000,000	74.4	%	210,000,000	75.9	%	210,000,000	77.5	%
PIPE Investors (5)	45,600,000	15.5	%	45,600,000	15.8	%	45,600,000	16.2	%	45,600,000	16.6	%	45,600,000	16.9	%
Total	293,810,000	100.0	%	288,060,000	100.0	%	282,310,000	100.0	%	276,560,000	100.0	%	270,810,000	100.0	%

(1) This table makes the same assumptions as in the preceding ownership table, except that this table reflects certain dilutive issuances as described in the following footnotes. This table excludes any ATII Ordinary Shares issuable upon exercise of the Pubco Options.

(2) Includes the 11,500,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants issued in exchange for the ATII Public Warrants.

(3) Includes the 420,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants issued in exchange for the ATII Private Warrants.

(4) Includes (i) the 8,896,715 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants, consisting of (a) the 1,859,028 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 65,430 shares of Forge Nano Common Stock issuable upon exercise of the penny warrants to purchase shares of Forge Nano Common Stock (the “Forge Nano OIC Penny Warrants”) issued in connection with the OIC Credit Facility at an exercise price of $0.01 per share, as of immediately prior to the First Effective Time, based on the Exchange Ratio, (b) the 6,692,560 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 235,550 shares of Forge Nano Common Stock issuable upon exercise of the warrants to purchase shares of Forge Nano Common Stock (the “Forge Nano OIC Warrants”) issued in connection with the OIC Credit Agreement at an exercise price of $       per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, (c) the 88,022 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 3,098 shares of Forge Nano Common Stock underlying the warrants to purchase shares of Forge Nano Common Stock issued to Silicon Valley Bank (the “Forge Nano SVB Warrants”) at an exercise price of $        per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, and (d) the 257,105 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 9,049 shares of Forge Nano Common Stock underlying the warrants to purchase shares of Forge Nano Common Stock issued to Saoradh Energy Partners LLC (the “Forge Nano SEP Warrants”) at an exercise price of $        per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, (ii) the 2,344,371 shares of Pubco Common Stock underlying the Pubco Ascent Warrants issued in exchange for the 82,512 shares of Forge Nano Common Stock underlying the Forge Nano Ascent Options, at an exercise price of $             per share as of immediately prior to the First Effective Time expiring on December 31, 2028, subject to extension to December 31, 2029 at the holder’s election, in which case the exercise price per share applicable to any exercise occurring between January 1, 2029 and December 31, 2029 will increase by 25%, from $         to $          per share, based on the Exchange Ratio and (iii) the 90,000,000 Earn-Out Shares to be distributed to the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Forge Nano Convertible Securities upon achievement of certain milestones during the Earn-Out Period pursuant to the Merger Agreement.

(5) Includes (i) the 15,000,000 shares of Pubco Common Stock underlying the PIPE Warrants, with an exercise price of $10.00 per share (subject to adjustments as described in this proxy statement/prospectus), (ii) the 5,000,000 shares of Pubco Common Stock underlying the Additional Warrants, with an exercise price of $10.00 per share (subject to adjustments as described in this proxy statement/prospectus) and (iii) the 10,000,000 shares of Pubco Common Stock underlying the Reset Warrants, with an initial exercise price equal to the PIPE Reset Price (subject to adjustments as described in this proxy statement/prospectus).

The table above excludes the dilutive impact of shares of Pubco Common Stock that will be available for issuance under Pubco’s incentive award plan immediately following completion of the Business Combination. Pubco Shareholders will experience additional dilution to the extent Pubco issues additional shares of Pubco Common Stock after the Closing.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions by holders of ATII Public Shares will increase the dilutive effect of these issuances on non-redeeming holders of the ATII Public Shares.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 1 — The Business Combination Proposal — Ownership of Pubco After the Closing.”

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”. For more information, including the ownership percentages in the No Additional Redemptions Scenario and the effect of certain dilutive securities, see the section entitled “Proposal No. 1 – The Business Combination Proposal — Ownership of Pubco After the Closing”.

The ATII Units, ATII Ordinary Shares and ATII Warrants, in each case, that were issued in the initial public offering (“IPO”) pursuant to the final prospectus of ATII, dated as of February 10, 2025, and filed with the SEC on February 11, 2025, are currently listed on Nasdaq under the symbols “ATIIU,” “ATII” and “ATIIW,” respectively. Pubco intends to apply to obtain the listing of (1) the Pubco Common Stock and (2) the Pubco SPAC Warrants that were originally issued as part of the ATII Units in the IPO on Nasdaq under the proposed symbols “NANO” and “NANOW,” respectively, upon the Closing. Pubco will not have publicly traded units following the Closing. Pursuant to the terms of the Merger Agreement, as a closing condition, ATII is required to cause the Pubco Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by all of the parties to the Merger Agreement. It is important for you to know that, at the time of the extraordinary general meeting, ATII may not have received from Nasdaq confirmation of the listing of the Pubco Common Stock. As a result, you may be asked to vote to approve and adopt the Business Combination Proposal and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received, and the Business Combination could still be consummated if such condition is waived by all of the parties to the Merger Agreement and therefore the Pubco Common Stock would not be listed on any nationally recognized securities exchange.

After careful consideration, the ATII Board has unanimously approved the Merger Agreement and the other proposals described in this proxy statement/prospectus. The ATII Board has also determined that it is advisable to consummate the Business Combination and that the Business Combination is in the best interests of the holders of ATII Ordinary Shares and unanimously recommends that you vote or give instruction to vote “FOR” each proposal described in this proxy statement/prospectus. When you consider the ATII Board’s recommendation of these proposals, you should keep in mind that ATII’s directors and officers, as well as the Sponsor, have interests in the Business Combination that may conflict with the interests of holders of ATII Ordinary Shares generally. The ATII Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Proposed Transaction and in recommending to holders of ATII Ordinary Shares that they vote in favor of the proposals presented at the extraordinary general meeting.

ATII will hold an extraordinary general meeting of the holders of ATII Ordinary Shares (the “extraordinary general meeting”) to consider proposals to approve matters relating to the Business Combination at          Eastern Time, on         , 2026. The extraordinary general meeting will be a virtual meeting conducted via live webcast. For the purposes of Cayman Islands law and the Current Charter, the physical location of the meeting will be at. You or your proxyholder will be able to attend and vote at the extraordinary general meeting online by visiting          and using a control number assigned by Odyssey Transfer and Trust Company (the “Transfer Agent”). To register and receive access to the extraordinary general meeting, registered holders of ATII Ordinary Shares and “beneficial owners” of ATII Ordinary Shares (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

If you have any questions or need assistance voting your ATII Ordinary Shares, please contact           , our proxy solicitor, by email at         . Individuals may also call          toll free at         ; banks and brokers can call         . The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at         .

This document is (i) a prospectus related to the issuance by Pubco of Pubco Common Stock and Pubco Warrants in the Business Combination and pursuant to the terms of the Merger Agreement, and (ii) a proxy statement for ATII to use in soliciting proxies for the extraordinary general meeting.

This proxy statement/prospectus provides shareholders of ATII with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of ATII. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 78.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

ARCHIMEDES TECH SPAC PARTNERS II CO.

Cayman Islands Exempted Company

(Company Number 410717)

2093 Philadelphia Pike #1968

Claymont, DE 19703

(725) 312-2430

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON         , 2026

To the Holders of Ordinary Shares of Archimedes Tech SPAC Partners II Co.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (including any adjournments or postponements thereof, the “extraordinary general meeting”) of holders of ordinary shares, par value $0.0001 (each, an “ATII Ordinary Share”), of Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (“ATII”, the “Company”, “we”, “us” and “our”), will be held virtually via live webcast at          Eastern Time on         , 2026 (unless the extraordinary general meeting is adjourned or postponed). Holders of ATII Ordinary Shares will be able to virtually attend and vote at the extraordinary general meeting by visiting         (the “extraordinary general meeting website”). To attend the extraordinary general meeting, you must pre-register at          by         Eastern Time on         , 2026. For purposes of attendance at the extraordinary general meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the extraordinary general meeting. For the purposes of the Companies Act (as revised) of the Cayman Islands (the “Companies Act”) and the Amended and Restated Memorandum and Articles of Association of ATII (as may be amended from time to time, the “Current Charter”), the physical location of the extraordinary general meeting will be at the offices of ATII at. The extraordinary general meeting is being held for the following purposes:

(1)Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve, by way of Ordinary Resolution of the holders of ATII Ordinary Shares, (1) the Agreement and Plan of Merger, dated as of April 20, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among ATII, ATII Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of ATII (“Pubco”), ATII Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ATII (“Merger Sub I”), ATII Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of ATII (“Merger Sub II”), and Forge Nano, Inc., a Delaware corporation (“Forge Nano”), pursuant to which, among other things, (i) ATII will merge with and into Pubco (the “Domestication Merger”), with Pubco continuing as the surviving corporation in the Domestication Merger pursuant to the Companies Act (as revised) of the Cayman Islands (the “Companies Act”) and the Delaware General Corporation Law (as amended, the “DGCL”), (ii) at least one day following the effective time of the Domestication Merger (the “Domestication Merger Effective Time”), Merger Sub I will merge with and into Forge Nano (the “First Company Merger”), with Forge Nano continuing as the surviving corporation in the First Company Merger and a wholly-owned subsidiary of Pubco (the “Initial Surviving Corporation”) pursuant to the DGCL and (iii) immediately following the effective time of the First Company Merger (the “First Effective Time”), the Initial Surviving Corporation will merge with and into Merger Sub II (the “Second Company Merger”), with Merger Sub II continuing as the surviving company in the Second Company Merger and as a wholly-owned subsidiary of Pubco (the “Surviving Company”) pursuant to the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”) (collectively, the “Proposed Transaction” or “Business Combination”), as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, that ATII’s entry into the Agreement and Plan of Merger, dated as of April 20, 2026, by and among ATII, ATII Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of ATII (“Pubco”), ATII Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ATII (“Merger Sub I”), ATII Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of ATII (“Merger Sub II”), and Forge Nano, Inc., a Delaware corporation (“Forge Nano”) (as may be amended and/or restated from time to time, the “Merger Agreement”) (a copy of which is attached to the proxy statement/prospectus as Annex A), pursuant to which, in accordance with the terms and subject to the conditions of the Merger Agreement, among other things, (i) ATII will merge with and into Pubco (the “Domestication Merger”), with Pubco continuing as the surviving corporation in the Domestication Merger pursuant to the Companies Act (as revised) of the Cayman Islands (the “Companies Act”) and the Delaware General Corporation Law (as amended, the “DGCL”), (ii) at least one day following the effective time of the Domestication Merger, Merger Sub I will merge with and into Forge Nano (the “First Company Merger”), with Forge Nano continuing as the surviving corporation in the First Company Merger and a wholly-owned subsidiary of Pubco (the “Initial Surviving Corporation”) in accordance with the DGCL, and (iii) immediately following the effective time of the First Company Merger (the “First Effective Time”), the Initial Surviving Corporation will merge with and into Merger Sub II (the “Second Company Merger”, and together with the First Company Merger, the “Company Mergers”), with Merger

Sub II continuing as the surviving company in the Second Company Merger and a wholly-owned subsidiary of Pubco (the “Surviving Company”) in accordance with the DGCL and the Delaware Limited Liability Company Act, as amended, be hereby authorized, approved, ratified and confirmed in all respects.”

(2)Proposal No. 2 — The Domestication Merger Proposal — To consider and vote upon a proposal to approve, by way of Special Resolution of the holders of ATII Ordinary Shares, subject to the approval of the Business Combination Proposal, among other things, (i) at least one (1) day prior to the First Effective Time, the consummation of the Domestication Merger by executing and filing a Plan of Merger, appended to the accompanying proxy statement/prospectus as Exhibit 3.4 (the “Plan of Merger”) (and any other documents required by the Companies Act) with the Registrar of Companies in the Cayman Islands (the “Cayman Registrar”) pursuant to Sections 233 and 237 of the Companies Act, filing a certificate of merger with the Secretary of State of the State of Delaware and making such other filings or recordings, in each case, in accordance with the Companies Act and the relevant provisions of the DGCL, in connection with the Domestication Merger (the time when the Plan of Merger is registered by the Cayman Registrar and when the certificate of merger is filed with the Secretary of State of the State of Delaware, or such later time as may be specified in the Plan of Merger and certificate of merger, being the “Domestication Merger Effective Time”), (ii) that, upon the Domestication Merger Effective Time, the certificate of incorporation and bylaws of Pubco, each as in effect immediately prior to the Domestication Merger Effective Time, be amended and restated in the form appended to the accompanying proxy statement/prospectus as Annex B-1 (the “Proposed Charter”) and Annex B-2 (the “Proposed Bylaws”), respectively, and as so amended, be the certificate of incorporation and bylaws of Pubco, until thereafter supplemented or amended in accordance with the terms therein and the applicable provisions of the DGCL (with such changes as may be agreed in writing by ATII and Forge Nano), including providing that the name of Pubco will be amended to be “Forge Nano Holdings, Inc.” and (iii) that any one director of ATII (each, an “ATII Director”) on behalf of ATII and, with the authorization of any ATII Director, any of ATII’s officers on behalf of ATII, be authorized to execute and submit, or cause the submission of, the Plan of Merger, together with any supporting documentation, for registration to the Cayman Registrar and filing a certificate of merger with the Secretary of State of the State of Delaware and making such other filings or recordings, in each case, in accordance with the Companies Act and the relevant provisions of the DGCL, in connection with the Domestication Merger. We refer to this proposal as the “Domestication Merger Proposal.” The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a Special Resolution of the holders of ATII Ordinary Shares, subject to the approval of the Business Combination Proposal, among other things: (i) at least one (1) day prior to the First Effective Time, that ATII shall consummate the Domestication Merger by executing and filing a Plan of Merger, appended to the accompanying proxy statement/prospectus as Exhibit 3.4 (the “Plan of Merger”) (and any other documents required by the Companies Act) with the Registrar of Companies in the Cayman Islands (the “Cayman Registrar”) pursuant to Sections 233 and 237 of the Companies Act, filing a certificate of merger with the Secretary of State of the State of Delaware and making such other filings or recordings, in each case, in accordance with the Companies Act and the relevant provisions of the DGCL, in connection with the Domestication Merger (the time when the Plan of Merger is registered by the Cayman Registrar and when the certificate of merger is filed with the Secretary of State of the State of Delaware, or such later time as may be specified in the Plan of Merger and certificate of merger, being the “Domestication Merger Effective Time”), (ii) upon the Domestication Merger Effective Time, the certificate of incorporation and bylaws of Pubco, each as in effect immediately prior to the Domestication Merger Effective Time, be amended and restated in the form appended to the accompanying proxy statement/prospectus as Annex B-1 (the “Proposed Charter”) and Annex B-2 (the “Proposed Bylaws”), respectively, and as so amended, be the certificate of incorporation and bylaws of Pubco, until thereafter supplemented or amended in accordance with the terms therein and the applicable provisions of the DGCL (with such changes as may be agreed in writing by ATII and Forge Nano), including providing that the name of Pubco will be amended to be “Forge Nano Holdings, Inc.” and (iii) that any one director of ATII (each, an “ATII Director”) on behalf of ATII and, with the authorization of any ATII Director, any of ATII’s officers on behalf of ATII, be authorized to execute and submit, or cause the submission of, the Plan of Merger, together with any supporting documentation, for registration to the Cayman Registrar and filing a certificate of merger with the Secretary of State of the State of Delaware and making such other filings or recordings, in each case, in accordance with the Companies Act and the relevant provisions of the DGCL, in connection with the Domestication Merger, in each case, be hereby authorized, approved, ratified and confirmed in all respects.”

(3)Proposal No. 3 – The Director Election Proposal – To consider and vote upon a proposal to approve and adopt, by way of Ordinary Resolution of the holders of ATII Ordinary Shares, the election of seven (7) directors that at the Closing will comprise the Pubco Board and that such nominated directors be elected to a staggered board (the “Director Election Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, that the seven (7) persons listed below be elected to a staggered board, who, upon consummation of the Business Combination, will comprise the board of directors of

Pubco in accordance with the terms of the Merger Agreement, the Companies Act, the DGCL and the DLLCA, be, in each case, hereby authorized, approved, ratified and confirmed in all respects:

1.Paul Lichty

2.Michael Danner

3.David Goggins

4.Millicent Pitts-DiCicco

5.Jimmy Smith

6.Kamal Bherwani

7.Ben Landen.”

(4)Proposal No. 4 — The Stock Issuance Proposal — To consider and vote upon a proposal to approve and adopt, by way of Ordinary Resolution of the holders of ATII Ordinary Shares, for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of more than 20% of the issued and outstanding shares of Pubco Common Stock and securities convertible into shares of Pubco Common Stock upon the completion of the Business Combination (collectively, “Pubco Securities”) to (i) the holders of ATII Ordinary Shares pursuant to the Domestication Merger, (ii) the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities pursuant to the Company Mergers and (iii) to the PIPE Investors and to any other persons pursuant to subscription, purchase, or similar agreements that ATII may enter into prior to Closing (including the PIPE Subscription Agreement, a copy of which is attached to the accompanying proxy statement/ prospectus at Annex H, and the Additional PIPE Subscription Agreements, the form of which is attached to the accompanying proxy statement/prospectus as Annex J). We refer to this proposal as the “Stock Issuance Proposal.” The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, that, for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of up to [    ]shares of Pubco Common Stock as set forth below and pursuant to the Merger Agreement, the Pubco Forge Nano Warrant Agreements, the Pubco Ascent Warrant Agreement, the PIPE Subscription Agreement, the PIPE Warrant Certificate, the Additional PIPE Subscription Agreements and the 2026 Equity Plan, as applicable, be hereby authorized, approved, ratified and confirmed in all respects:

1. Pursuant to the Merger Agreement, at the Domestication Merger Effective Time, Pubco expects to issue 29,590,000 shares of Pubco Common Stock to the holders of ATII Ordinary Shares as of immediately prior to the Domestication Merger Effective Time;

2. Pursuant to the Merger Agreement, at the First Effective Time, Pubco expects to issue an aggregate of 120,000,000 shares of Pubco Common Stock to the Forge Nano Stockholders who received Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any;

3. Pursuant to the Merger Agreement, on the Closing Date, Pubco expects to issue an aggregate of 90,000,000 Earn-Out Shares to the Escrow Account to the Forge Nano Stockholders who received Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any;

4. Pursuant to the PIPE Subscription Agreement, in a private placement to close concurrently with the Closing, Pubco expects to issue 10,000,000 PIPE Subscribed Shares to the Initial PIPE Investor and 2,300,000 Additional PIPE Subscribed Shares to the Additional PIPE Investors.

5. Pursuant to the 2026 Equity Plan, Pubco expects to reserve an aggregate of [       ] shares of Pubco Common Stock for issuance of equity or equity-based awards to be granted thereunder. “

(5)Proposal No. 5 — Organizational Documents Proposal — To consider and vote upon a proposal to approve and adopt, by way of Special Resolution of the holders of ATII Ordinary Shares, the proposed new certificate of incorporation (the “Proposed Charter”) and bylaws (the “Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of Pubco (a corporation incorporated in the State of Delaware) with effect from the Domestication Merger Effective Time (the “Organizational Documents Proposal”). The forms of each of the Proposed Charter and the Proposed Bylaws are attached to the proxy statement/prospectus as Annex B-1 and Annex B-2, respectively. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a Special Resolution of the holders of ATII Ordinary Shares, that the amended and restated memorandum and articles of association of ATII in effect as of immediately prior to the Domestication Merger Effective Time be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Charter and Proposed Bylaws, respectively (copies of which are attached to the accompanying proxy statement/prospectus as Annex B-1 and Annex B-2, respectively) with effect from the Domestication Merger Effective Time, and that the Proposed Charter and Proposed Bylaws, together with such principal changes as described in the Advisory Organizational Documents Proposals 6A through 6F below, be hereby authorized, approved, ratified and confirmed in all respects.”

(6)Proposal No. 6 — The Advisory Organizational Documents Proposals — To consider and vote upon the following six (6) separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve and adopt, on an advisory non-binding basis, by way of Ordinary Resolution of the holders of ATII Ordinary Shares, the following material differences between the Current Charter and the Proposed Organizational Documents:

(A)Advisory Organizational Documents Proposal 6A (Authorized Shares) — to approve and adopt an amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize the amendment and redesignation of the authorized share capital of ATII from (a) 400,000,000 ATII Ordinary Shares and 1,000,000 preference shares, par value $0.0001 per share, of ATII to (b) [500,000,000] shares of Pubco Common Stock and [5,000,000] shares of preferred stock of Pubco, par value $0.0001 per share (“Advisory Organizational Documents Proposal 6A”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, on an advisory non-binding basis, that, with effect from the Domestication Merger Effective Time, the authorized share capital of ATII be amended and redesignated from (a) 400,000,000 ATII Ordinary Shares and 1,000,000 preference shares, par value $0.0001 per share, of ATII to (b) [500,000,000] shares of Pubco Common Stock and [5,000,000] shares of preferred stock of Pubco, par value $0.0001 per share, in accordance with the DGCL and the Companies Act (“Advisory Organizational Documents Proposal 6A”), and that Advisory Organizational Documents Proposal 6A be hereby authorized, approved, ratified and confirmed in all respects.”

(B)Advisory Organizational Documents Proposal 6B (Exclusive Forum Provision) — to approve and adopt an amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize adopting Delaware as the exclusive forum for certain stockholder litigation and adopting the federal district courts of the United States as the exclusive forum for resolving complaints asserting a cause of action under the Securities Act of 1933, as amended (the “Securities Act”), with effect from the Domestication Merger Effective Time (“Advisory Organizational Documents Proposal 6B”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of holders of ATII Ordinary Shares, on an advisory non-binding basis, that, with effect from the Domestication Merger Effective Time, (a) Delaware be adopted as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States be adopted as the exclusive forum for asserting a cause of action under the Securities Act of 1933, as amended in accordance with the DGCL and the Companies Act (“Advisory Organizational Documents Proposal 6B”), and that Advisory Organizational Documents Proposal 6B be hereby authorized, approved, ratified and confirmed in all respects.”

(C)Advisory Organizational Documents Proposal 6C (Required Vote to Amend Charter) — to approve and adopt an amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize provisions providing that the affirmative vote of at least two-thirds of the voting power of all the then outstanding shares of capital stock of Pubco entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind any provision of Articles IV through XI of the Proposed Charter in accordance with the DGCL and the Companies Act (provided, that, so long as any shares of Pubco Common Stock remain outstanding, Pubco may not, without the prior affirmative vote of the holders of a majority of the outstanding shares of Pubco Common Stock, voting as a separate class, in addition to any other vote of the holders of shares of capital stock of Pubco required by applicable law or the Proposed Charter, directly or indirectly, whether by amendment or through merger, recapitalization, consolidation or otherwise, amend, alter, change, repeal or adopt any provision of the Proposed Charter in a manner that is inconsistent with, or that otherwise alters or changes the powers, preferences, or special rights of the shares of Pubco Common Stock so as to affect them adversely) (“Advisory Organizational Documents Proposal 6C”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, on an advisory non-binding basis, that, with effect from the Domestication Merger Effective Time, provisions providing that the affirmative vote of at least two-thirds of the voting power of all the then outstanding shares of capital stock of Pubco entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind any provision of Articles IV through XI of the Proposed Charter in accordance with the DGCL and the Companies Act (provided, that, so long as any shares of Pubco Common Stock remain outstanding, Pubco may not, without the prior affirmative vote of the holders of a majority of the outstanding shares of Pubco Common Stock, voting as a separate class, in addition to any other vote of holders of shares of capital stock of Pubco required by applicable law or the Proposed Charter, directly or indirectly, whether by amendment or through merger, recapitalization, consolidation or otherwise, amend, alter, change, repeal or adopt any provision of the Proposed Charter in a manner that is inconsistent with, or that otherwise alters or changes the powers, preferences, or special rights of the shares of Pubco Common Stock so as to affect them adversely) (“Advisory Organizational Documents Proposal 6C”), and be hereby authorized, approved, ratified and confirmed in all respects.”

(D)Advisory Organizational Documents Proposal 6D (Removal of Directors) — to approve and adopt an amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize provisions permitting the removal of a director, only for cause, by the affirmative vote of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of Pubco entitled to vote at an election of directors, voting together as a single class (“Advisory Organizational Documents Proposal 6D”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution, on an advisory non-binding basis, that, with effect from the Domestication Merger Effective Time, provisions permitting the removal of a director, only for cause, by the affirmative vote of at least two-thirds of the outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors, voting together as a single class (“Advisory Organizational Documents Proposal 6D”), be hereby authorized, approved, ratified and confirmed in all respects.”

(E)Advisory Organizational Documents Proposal 6E (Stockholder Action by Written Consent) — to approve and adopt an amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize provisions that require or permit stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting (“Advisory Organizational Documents Proposal 6E”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, on an advisory non-binding basis, that, with effect from the Domestication Merger Effective Time, provisions requiring or permitting holders of shares of capital stock of Pubco to take action at an annual or special meeting and prohibit action by written consent in lieu of a meeting by the holders of shares of capital stock of Pubco (“Advisory Organizational Documents Proposal 6E”), be hereby authorized, approved, ratified and confirmed in all respects.”

(F)Advisory Organizational Documents Proposal 6F (Additional Changes) — to approve and adopt an amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize certain additional changes, including, among other things, (i) making Pubco’s corporate existence perpetual and (ii) removing certain provisions related to ATII’s status as a blank check company that will no longer be applicable upon Closing, all of which the ATII Board believes is necessary to adequately address the needs of Pubco after the Business Combination (“Advisory Organizational

Documents Proposal 6F”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, on an advisory non-binding basis, that, with effect from the Domestication Merger Effective Time, certain additional changes, including, among other things, (i) making Pubco’s corporate existence perpetual and (ii) removing certain provisions related to ATII’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, in each case, which the ATII Board believes is necessary to adequately address the needs of Pubco after the consummation of the Business Combination (“Advisory Organizational Documents Proposal 6F”), be hereby authorized, approved, ratified and confirmed in all respects.”

(7)Proposal No. 7 – The Equity Incentive Plan Proposal – To consider, approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Forge Nano Holdings Inc. 2026 Omnibus Incentive Compensation Plan (the “2026 Equity Plan”) in connection with the Business Combination (the “Equity Incentive Plan Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, that, in connection with the Business Combination and in accordance with the DGCL and the Companies Act, the Forge Nano Holdings Inc. 2026 Omnibus Incentive Compensation Plan (the “2026 Equity Plan”) be hereby authorized, approved, ratified, confirmed and adopted in all respects.”

(8)Proposal No. 8 — The Adjournment Proposal — To consider and vote upon a proposal to approve and adopt, by way of Ordinary Resolution of the holders of ATII Ordinary Shares, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting, be hereby authorized, approved, ratified and confirmed in all respects.”

Each of Proposal Nos. 1, 2, 3, 4, 5, and 7 is cross-conditioned on the approval of each other (collectively, the “Condition Precedent Proposals”). The Advisory Organizational Documents Proposal 6A-F and the Adjournment Proposal are not cross-conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus. Notwithstanding the order of the resolutions on the notice to the extraordinary general meeting, the Adjournment Proposal may be presented first to the holders of ATII Ordinary Shares if, based on the tabulated vote collected at the time of the extraordinary general meeting, there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

The approval of each of the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposals, and the Adjournment Proposal requires an Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by holders of ATII Ordinary Shares, represented in person or, if proxies are allowed, by proxy and entitled to vote thereon at the extraordinary general meeting. The approval of each of the Domestication Merger Proposal and the Organizational Documents Proposal requires a Special Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a majority of not less than two-thirds of the votes cast by holders of ATII Ordinary Shares, represented in person or, if proxies are allowed, by proxy and entitled to vote thereon at the extraordinary general meeting.

Only holders of record of ATII Ordinary Shares at the close of business on         , 2026 (the “Record Date”) are entitled to notice of the extraordinary general meeting or any adjournment, postponement or other delay thereof in accordance with the Companies Act and the Current Charter.

The accompanying proxy statement/prospectus and accompanying proxy card is being provided to the holders of ATII Ordinary Shares in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment, postponement or other delay thereof.

Whether or not you plan to attend the extraordinary general meeting, all of the holders of ATII Ordinary Shares are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 78 of the accompanying proxy statement/prospectus.

After careful consideration, the ATII Board unanimously recommends that you vote: (1) “FOR” the Business Combination Proposal; (2) “FOR” the Domestication Merger Proposal; (3) “FOR” the Director Election Proposal; (4) “FOR” the Stock Issuance Proposal; (5) “FOR” the Organizational Documents Proposal; (6) “FOR” the Advisory Organizational Documents Proposals; (7) “FOR” the Equity Incentive Plan Proposal; and (8) “FOR” the Adjournment Proposal.

When you consider the ATII Board’s recommendation of these proposals, you should keep in mind that ATII’s directors and officers, as well as the Sponsor and the Initial Shareholders, have interests in the Business Combination that may conflict with the interests of holders of ATII Public Shares (as defined herein (each, an “ATII Public Shareholder”)). The ATII Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Proposed Transaction and in recommending to holders of ATII Ordinary Shares that they vote in favor of the proposals presented at the extraordinary general meeting.

Additionally, the Sponsor, the Initial Shareholders and BTIG collectively have the right to vote an aggregate of 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, and have agreed to vote any ATII Ordinary Shares held by them in favor of each proposal presented at the extraordinary general meeting. Accordingly, 8,205,001 additional votes of holders of ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal and, if presented, the Adjournment Proposal, while 13,136,667 additional votes of the holders of ATII Public Shares, or approximately 57.12% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve, by Special Resolution of the holders of ATII Ordinary Shares, the Domestication Merger Proposal and the Organizational Documents Proposal. See “Proposal No. 1 – The Business Combination Proposal — Certain Interests of ATII’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Pursuant to the Current Charter, an ATII Public Shareholder may elect to have ATII redeem all or a portion of the ATII Public Shares held by such ATII Public Shareholder in exchange for cash if the Business Combination (or any other initial business combination) is consummated during the Completion Window. If the Business Combination is approved and completed during the Completion Window, an ATII Public Shareholder will be entitled to receive cash in exchange for any ATII Public Shares held by such ATII Public Shareholder only if:

(i) (a) such ATII Public Shareholder holds ATII Public Shares or (b) such ATII Public Shareholder holds ATII Public Shares through ATII Public Units and elects to separate its ATII Public Units into the underlying ATII Public Shares and ATII Public Warrants prior to exercising its redemption rights with respect to the ATII Public Shares;

(ii) such ATII Public Shareholder submits a written request to ATII’s Transfer Agent, including the legal name, phone number and address of the beneficial owner of the ATII Public Shares for which redemption is requested, that ATII redeem all or a portion of such ATII Public Shareholder’s ATII Public Shares in exchange for cash; and

(iii) such ATII Public Shareholder tenders or delivers its share certificates for ATII Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically through The Depository Trust Company (“DTC”).

ATII Public Shareholders must complete the procedures for electing to redeem their ATII Public Shares in the manner described above prior to          Eastern Time on         , 2026 (up to two (2) business days prior to the initially scheduled vote on the Business Combination Proposal and the other proposals included in this proxy statement/prospectus) in order for their ATII Public Shares to be redeemed. Holders of ATII Public Units must elect to separate any ATII Public Units held by them into the underlying ATII Public Shares and ATII Public Warrants prior to exercising their redemption rights with respect to the ATII Public Shares. ATII Public Shareholders may elect to redeem their ATII Public Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination (or any other initial business combination) is not consummated during the Completion Window, the ATII Public Shares will be returned to their respective holder, broker or bank.

If the Business Combination is consummated during the Completion Window, and if any ATII Public Shareholder properly exercises their right to redeem all or a portion of the ATII Public Shares that they hold and timely tenders or delivers the ATII Public

Share certificates (if any) and other redemption forms (as applicable) to the Transfer Agent, ATII will redeem such ATII Public Shares for a per-share price, payable in cash, equal to quotient obtained by dividing (1) the aggregate amount then on deposit in the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (net of taxes paid or payables), by (2) the aggregate number of ATII Public Shares then issued and outstanding. For illustrative purposes, as of March 31, 2026, the aggregate amount in the Trust Account was approximately $242.0 million, and would have amounted to approximately $10.52 per share. If any ATII Public Shareholder exercises their redemption rights in full, then they will be electing to exchange all of their ATII Public Shares in exchange for cash and will thereafter no longer own ATII Public Shares. See “Extraordinary General Meeting of ATII — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your ATII Public Shares in exchange for cash.

Notwithstanding the foregoing, a holder of ATII Public Shares, together with any affiliate of such ATII Public Shareholder or any other person with whom such ATII Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its ATII Public Shares with respect to more than an aggregate of 15% of the ATII Public Shares then issued and outstanding without ATII’s prior consent. Accordingly, if any ATII Public Shareholder, alone or acting in concert or as a “group”, seeks to redeem more than an aggregate of 15% of the ATII Public Shares then issued and outstanding, then any such ATII Public Shares in excess of that 15% limit would not be redeemed without ATII’s prior consent.

The Sponsor, ATII’s directors and officers (collectively, the “Insiders”) and BTIG each agreed to, among other things, vote in favor of the Business Combination Proposal and the other proposals included in the accompanying proxy statement/prospectus, and to waive their redemption rights in connection with the consummation of the Proposed Transaction with respect to any ATII Ordinary Shares held by them as of immediately prior to the Domestication Merger Effective Time. Such redemption rights waiver was provided in connection with the IPO and without any separate consideration paid in connection with providing such waiver.

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively own 6,590,000 ATII Ordinary Shares. As a result, as of the date of the accompanying proxy statement/prospectus, the Sponsor, the Insiders, the Initial Shareholders and BTIG collectively own approximately 22.27% of the 29,590,000 ATII Ordinary Shares issued and outstanding as of the Record Date. Accordingly, 8,205,001 additional votes of holders, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal and, if presented, the Adjournment Proposal, while 13,136,667 additional votes of the holders, or approximately 57.12% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve, by Special Resolution of the holders of ATII Ordinary Shares, the Domestication Merger Proposal and the Organizational Documents Proposal.

The Merger Agreement is subject to the satisfaction or waiver of customary closing conditions, including, among others: (a) approval of the Business Combination and related agreements and transactions by the respective shareholders of ATII and Forge Nano; (b) the effectiveness of the registration statement on Form S-4 filed by ATII and Forge Nano of which the accompanying proxy statement/prospectus forms a part; and (c) the Pubco Common Stock being approved for listing on Nasdaq. Conditions (a) through (c) above are subject to waiver (where permissible) if such waiver is agreed by all parties to the Merger Agreement. The Maximum Redemptions Scenario presented throughout the accompanying proxy statement/prospectus reflects the redemption of 100% of the ATII Public Shares that are not subject to non-redemption agreements.

The ATII Units, ATII Ordinary Shares and ATII Warrants, in each case, that were issued in the initial public offering (“IPO”) pursuant to the final prospectus of ATII, dated as of February 10, 2025, and filed with the SEC on February 11, 2025, are currently listed on Nasdaq under the symbols “ATIIU,” “ATII” and “ATIIW,” respectively. Pubco intends to apply to obtain the listing of (1) the Pubco Common Stock and (2) the Pubco SPAC Warrants that were originally issued as part of the ATII Units in the IPO on Nasdaq under the proposed symbols “NANO” and “NANOW,” respectively, upon the Closing. Pubco will not have publicly traded units following the Closing. Pursuant to the terms of the Merger Agreement, as a closing condition, ATII is required to cause the Pubco Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by all of the parties to the Merger Agreement. It is important for you to know that, at the time of the extraordinary general meeting, ATII may not have received from Nasdaq confirmation of the listing of the Pubco Common Stock. As a result, you may be asked to vote to approve and adopt the Business Combination Proposal and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received, and the Business Combination could still be consummated if such condition is waived by all of the parties to the Merger Agreement and therefore the Pubco Common Stock would not be listed on any nationally recognized securities exchange.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of the accompanying proxy statement/prospectus entitled “Extraordinary General Meeting of ATII – Voting Power”). If you attend and vote at the extraordinary general meeting, your vote will revoke any proxy that you have previously submitted. If you hold your ATII Ordinary Shares in “street name”, you should instruct your bank, broker or other nominee how to vote your ATII Ordinary Shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Business Combination Proposal, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Business Combination Proposal and “FOR” all other proposals presented to the holders of ATII Ordinary Shares in the accompanying proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

Your attention is directed to the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the Business Combination and related transactions and each of the proposals presented to the holders of ATII Ordinary Shares in the accompanying proxy statement/prospectus. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ATII Ordinary Shares, please contact           , our proxy solicitor, by email at           . Individuals may also call           toll free at          ; banks and brokers can call          . This notice of extraordinary general meeting and the proxy statement/prospectus are available at          .

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Archimedes Tech SPAC Partners II Co.

Dr. Eric R. Ball

Chairman of the Board of Directors

FOR ANY ATII PUBLIC SHAREHOLDER TO EXERCISE ITS REDEMPTION RIGHTS, AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE ON THE BUSINESS COMBINATION PROPOSAL AT THE EXTRAORDINARY GENERAL MEETING, SUCH ATII PUBLIC SHAREHOLDER MUST (1) IF SUCH ATII PUBLIC SHAREHOLDER HOLDS ATII PUBLIC SHARES AS PART OF ATII PUBLIC UNITS, ELECT TO SEPARATE ITS ATII PUBLIC UNITS INTO THE UNDERLYING ATII PUBLIC SHARES AND ATII PUBLIC WARRANTS PRIOR TO SUCH ATII PUBLIC SHAREHOLDER EXERCISING ITS REDEMPTION RIGHTS WITH RESPECT TO THE ATII PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE ATII PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT ITS ATII PUBLIC SHARES BE REDEEMED IN EXCHANGE FOR CASH AND (3) DELIVER ITS ATII PUBLIC SHARES ALONG WITH ANY REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DTC’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF ANY ATII PUBLIC SHAREHOLDER HOLDS ITS ATII PUBLIC SHARES IN “STREET NAME”, SUCH ATII PUBLIC SHAREHOLDER WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT ITS BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE ATII PUBLIC SHARES FROM ITS ACCOUNT IN ORDER TO EXERCISE SUCH ATII PUBLIC SHAREHOLDER’S REDEMPTION RIGHTS WITH RESPECT TO SUCH ATII PUBLIC SHARES. IF THE BUSINESS COMBINATION (OR ANY OTHER INITIAL BUSINESS COMBINATION) IS NOT CONSUMMATED DURING THE COMPLETION WINDOW, THEN THESE ATII PUBLIC SHARES WILL BE RETURNED TO SUCH ATII PUBLIC SHAREHOLDER OR SUCH ATII PUBLIC SHAREHOLDER’S ACCOUNT.

The accompanying proxy statement/prospectus is dated          , 2026 and is first being mailed to holders of ATII Ordinary Shares on or about          , 2026.

TABLE OF CONTENTS

	Page
About this Proxy Statement/Prospectus	1
Frequently Used Terms	2
Market and Industry Data	11
Cautionary Note Regarding Forward-Looking Statements	12
Questions and Answers for Holders of ATII Ordinary Shares	14
Summary of the Proxy Statement/Prospectus	38
Market Price and Dividends of Securities	77
Risk Factors	78
Extraordinary General Meeting of ATII	122
The Business Combination Proposal	130
The Domestication Merger Proposal	166
The Director Election Proposal	172
The Stock Issuance Proposal	175
The Organizational Documents Proposal	178
The Advisory Organizational Documents Proposals	180
The Equity Incentive Plan Proposal	189
The Adjournment Proposal	195
Material U.S. Federal Income Tax Considerations	197
Unaudited Pro Forma Condensed Combined Financial Information	212
Notes to Unaudited Pro Forma Condensed Combined Financial Information	227
Information About ATII	244
Directors, Officers, Executive Compensation and Corporate Governance of ATII Prior to The Business Combination	248
Management’s Discussion and Analysis of Financial Condition and Results of Operations of ATII	256
Information About Forge Nano	261
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Forge Nano	277
Management of Pubco Following the Business Combination	295
Executive and Director Compensation of Forge Nano	301
Beneficial Ownership of Securities	310
Certain Relationships and Related Party Transactions	313
Comparison of Corporate Governance and Shareholder Rights	315
Description of Pubco Securities	320
Securities Act Restrictions on Resale of Pubco Securities	336
Stockholder Proposals and Nominations	337
Shareholder Communications	338
Legal Matters	338
Other Matters	338
Experts	338
Delivery of Documents to Shareholders	339
Enforceability of Civil Liability	339
Where You Can Find More Information	340
Index to Financial Statements	F-1

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		Page
Annex A	Merger Agreement	A-1

Annex B-1	Proposed Charter	B-1-1
Annex B-2	Proposed Bylaws	B-2-1

Annex C	Form of Purchaser Support Agreement	C-1
Annex D	Form of Lock-Up Agreement	D-1
Annex E	Form of A&R Registration Rights Agreement	E-1
Annex F	Form of Pubco Ascent Warrant Agreement	F-1

Annex G Forge Nano Holdings Inc. 2026 Omnibus Incentive Compensation Plan G-1

Annex H	Form of PIPE Subscription Agreement	H-1
Annex I	Form of PIPE Warrant Certificate	I-1

Annex J Form of Additional PIPE Subscription Agreement J-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by ATII Holdings, Inc., a Delaware corporation (“Pubco”) and Forge Nano, Inc., a Delaware corporation (“Forge Nano”). It constitutes a prospectus of Pubco and Forge Nano under Section 5 of the Securities Act, with respect to the shares of Pubco Common Stock and Pubco Warrants to be issued if the Business Combination (as defined herein) is consummated. It also constitutes a proxy statement of Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (“ATII”) under Section 14(a) of the Exchange Act, and a notice of meeting with respect to the extraordinary general meeting of holders of ATII Ordinary Shares (the “extraordinary general meeting”) at which holders of ATII Ordinary Shares will be asked to consider and vote, among other matters, upon a proposal to approve, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Business Combination Proposal.

The extraordinary general meeting will be held via live webcast on           , 2026, beginning at            Eastern Time (unless the extraordinary general meeting is adjourned or postponed). Holders of ATII Ordinary Shares will be able to virtually attend and vote at the extraordinary general meeting by visiting           .

You should rely only on the information contained in this proxy statement/prospectus. ATII and Forge Nano have not authorized anyone to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated           , 2026, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

This proxy statement/prospectus incorporates important business and financial information about ATII that is not included in or delivered with this proxy statement/prospectus. You may request copies of this proxy statement/prospectus, without charge, by written request to ATII’s Chief Executive Officer at 2093 Philadelphia Pike #1968, Claymont, DE 19703; or to           , our proxy solicitor, by email at           . Individuals may also call            toll free at           ; banks and brokers can call           . You may also access copies of this proxy statement/prospectus or any of the documents incorporated by reference into this proxy statement/prospectus through the SEC website at www.sec.gov.

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting, you must request the information by           , 2026, which is five business days prior to the date of the extraordinary general meeting.

This proxy statement/prospectus is first being mailed to holders of ATII Ordinary Shares, holders of ATII Warrants and the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities in accordance with and subject to the terms and conditions of the Merger Agreement (as defined below), on or about           , 2026. Throughout this proxy statement/prospectus, we refer to ATII Merger Sub Inc., a Delaware corporation, as “Merger Sub I”, ATII Merger Sub II, LLC, a Delaware limited liability company, as “Merger Sub II” and ATII, Pubco, Forge Nano, Merger Sub I and Merger Sub II each as a “party” and together as the “parties.” In addition, throughout this proxy statement/prospectus, we refer to the Agreement and Plan of Merger, dated as of April 20, 2026 (as it may be amended from time to time), by and among ATII, Pubco, Merger Sub I, Merger Sub II and Forge Nano as the “Merger Agreement.” Unless indicated otherwise, any other capitalized term used herein but not defined herein has the meaning assigned to such term in the Merger Agreement.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “ATII” refer to Archimedes Tech SPAC Partners II Co. (which, prior to the Domestication Merger Effective Time, is an exempted company incorporated under the laws of the Cayman Islands and, which, by virtue of the Domestication Merger, will merge with and into ATII Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of ATII (“Pubco”), following which the separate corporate existence of ATII will cease to exist and Pubco will continue as the surviving corporation incorporated under the laws of the State of Delaware pursuant to the Companies Act and DGCL). Upon the Domestication Merger Effective Time, Pubco will be renamed “Forge Nano Holdings Inc.”

In this document:

“25% Redemptions Scenario” means a redemptions scenario that assumes that 5,750,000 ATII Public Shares, or 25% of the outstanding ATII Public Shares and 25% of all ATII Public Shares that are not subject to non-redemption agreements, are redeemed by ATII Public Shareholders in connection with the Business Combination.

“50% Redemptions Scenario” means a redemptions scenario that assumes that 11,500,000 ATII Public Shares, or 50% of the outstanding ATII Public Shares and 50% of all ATII Public Shares that are not subject to non-redemption agreements, are redeemed by ATII Public Shareholders in connection with the Business Combination.

“75% Redemptions Scenario” means a redemptions scenario that assumes that 17,250,000 ATII Public Shares, or 75% of the outstanding ATII Public Shares and 75% of all ATII Public Shares that are not subject to non-redemption agreements, are redeemed by ATII Public Shareholders in connection with the Business Combination.

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among Pubco, the Sponsor, certain holders of Forge Nano Stock as of immediately prior to the First Effective Time and certain other investors, with effect upon completion of the Business Combination. A form of the A&R Registration Rights Agreement in substantially the form it will be executed in connection with Closing is attached to this proxy statement/prospectus as Annex E.

“Additional PIPE Warrants” means additional warrants to purchase 5,000,000 shares of Pubco Common Stock at an exercise price of $10.00 per share (subject to a one-time downward reset to a floor of $7.28 per share (if, as of the Closing, Pubco or any of its subsidiaries has entered into a publicly disclosed binding commitment for at least $200 million of debt financing) or $5.00 per share (otherwise), to be issued to the Initial PIPE Investor if, on the 24-month anniversary of the Closing, the Initial PIPE Investor certifies in writing that it beneficially owns 5,000,000 shares of Pubco Common Stock.

“Additional PIPE Subscription Agreements” means the subscription agreements that Pubco, ATII and Forge Nano entered into with certain accredited investors (the “Additional PIPE Investors”), pursuant to which Pubco will, concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 2,300,000 shares of Pubco Common Stock (the “Additional Subscribed Shares”) to the Additional PIPE Investors at a subscription price of $10.00 per share, for an aggregate commitment of $23,000,000 (the “Additional PIPE Financing”).

“Adjournment Proposal” means the proposal to be considered at the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by ATII that more time is necessary or appropriate to approve one or more proposals at the extraordinary general meeting.

“Advisory Organizational Documents Proposals” means, collectively, the proposals to be considered at the extraordinary general meeting to approve, on a non-binding advisory basis, certain material differences between the Current Charter and the Proposed Organizational Documents.

“Aggregate Fully Diluted Forge Nano Common Stock” means the number equal to the sum, without duplication, of (a) all shares of Forge Nano Common Stock that are issued and outstanding immediately prior to the First Effective Time, plus (b) the aggregate number of shares of Forge Nano Common Stock issuable upon conversion of all shares of Forge Nano Preferred Stock that are issued and outstanding immediately prior to the First Effective Time in connection with the Business Combination, plus (c) the aggregate number of shares of Forge Nano Common Stock issuable upon full conversion, exercise or exchange of any

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Forge Nano Warrants and Forge Nano Ascent Options that are outstanding and unexercised immediately prior to the First Effective Time.

“Ancillary Agreements” means each of the agreements and instruments contemplated by the Merger Agreement or otherwise related to the transactions contemplated by the Merger Agreement and such other agreements or instruments contemplated by the Merger Agreement, in each case that was executed and delivered on the date of the Merger Agreement or on or prior to the date of Closing by ATII, Pubco, Merger Sub I, Merger Sub II, the Sponsor, Forge Nano, the Persons who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities in accordance with and subject to the terms and conditions of the Merger Agreement and/or any of their respective affiliates, including, among other things, the Proposed Charter, the Proposed Bylaws, the Purchaser Support Agreement, the Lock-Up Agreement, the A&R Registration Rights Agreement, the Pubco Ascent Warrant Agreement, and the Plan of Merger.

“Assumed Redemption Price” means $10.52, the amount per ATII Public Share that ATII Public Shareholders would be entitled to receive upon exercise of their redemption rights if the date of redemption were March 31, 2026 (based on funds in the Trust Account equal to approximately $242.0 million).

“ATII” or “Company” means Archimedes Tech SPAC Partners II Co. (which prior to the Domestication Merger Effective Time, is an exempted company incorporated under the laws of the Cayman Islands and, pursuant to the Domestication Merger, will merge with and into Pubco, following which the separate corporate existence of ATII will cease to exist and Pubco will continue as the surviving corporation incorporated under the laws of the State of Delaware pursuant to the Companies Act and the DGCL).

“ATII Board” means the board of directors of ATII prior to the Domestication Merger Effective Time and, following the Domestication Merger Effective Time but prior to the First Effective Time, the board of directors of Pubco.

“ATII Ordinary Shares” means the ordinary shares of ATII, par value $0.0001 per share.

“ATII Private Shares” means the ATII Ordinary Shares included in the ATII Private Units.

“ATII Private Units” means 840,000 private placement units of ATII sold in a private placement concurrently with the IPO, each unit consisting of one ATII Ordinary Share and one-half of one ATII Private Warrant. Of those 840,000 ATII Private Units, the Sponsor purchased 530,000 ATII Private Units and BTIG purchased 310,000 ATII Private Units.

“ATII Private Warrants” means the ATII Warrants issued as part of the ATII Private Units.

“ATII Public Shareholders” means the holders of ATII Public Shares.

“ATII Public Shares” means the ATII Ordinary Shares sold in the IPO (whether they were purchased in the IPO as part of the ATII Public Units or thereafter in the open market).

“ATII Public Units” means the units issued by ATII in the IPO (including pursuant to the overallotment option), each unit consisting of one ATII Ordinary Share and one-half of one ATII Warrant.

“ATII Public Warrants” means the ATII Warrants issued as part of the ATII Public Units.

“ATII Units” means, collectively, the ATII Public Units and the ATII Private Units.

“ATII Warrant Agreement” means the warrant agreement, dated as of February 10, 2025, between ATII and Odyssey Transfer and Trust Company, as warrant agent, which governs ATII’s outstanding warrants.

“ATII Warrants” means, collectively, the redeemable warrants issued as part of the ATII Units exercisable for one ATII Ordinary Share at an exercise price of $11.50 per share, subject to adjustment, pursuant to the terms of the ATII Warrant Agreement.

“BTIG” means BTIG, LLC.

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“Business Combination Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Merger Agreement and the transactions contemplated thereby, including the Business Combination and the Plan of Merger.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing.

“Closing Payment Shares” means such number of shares of Pubco Common Stock equal to (a)(i) $1,200,000,000 divided by (ii) $10.00 minus (b) the number of shares of Pubco Common Stock issuable upon exercise of any Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any, pursuant to the Merger Agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” refers to the Companies Act (as revised) of the Cayman Islands.

“Completion Window” means the period from ATII’s IPO to November 12, 2026 (or such later date that may be approved by holders of ATII Ordinary Shares).

“Condition Precedent Proposals” mean the Business Combination Proposal, the Domestication Merger Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal and the Equity Incentive Plan Proposal.

“Current Charter” means ATII’s Amended and Restated Memorandum and Articles of Association in effect as of the date of this proxy statement/prospectus, as amended from time to time.

“Current Forge Nano Charter” means Forge Nano’s Sixth Amended and Restated Certificate of Incorporation in effect as of the date of this proxy statement/prospectus, as amended from time to time.

“DGCL” means the Delaware General Corporation Law, as amended.

“DLLCA” means the Delaware Limited Liability Company Act, as amended.

“Domestication Merger” means the statutory merger of ATII with and into Pubco pursuant to the terms of the Merger Agreement, upon which the separate existence of ATII will cease and Pubco will continue as the surviving corporation incorporated under the laws of the State of Delaware in accordance with the DGCL, the Companies Act, the certificate of merger filed with the Secretary of State of the State of Delaware, the Plan of Merger and the Current Charter.

“Domestication Merger Effective Time” means such time when the Plan of Merger is registered by the Cayman Registrar and when the certificate of merger is filed with the Secretary of State of the State of Delaware, or such later time as may be specified in the Plan of Merger and certificate of merger.

“Domestication Merger Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Domestication Merger.

“DWAC” means DTC’s deposit/withdrawal at custodian system.

“Earn-Out Shares” means an aggregate amount of 90,000,000 shares of Pubco Common Stock, being the shares payable pursuant to Section 1.18(b) of the Merger Agreement.

“Effective Time” means the effective time of the Business Combination.

“Escrow Account” means a segregated escrow account holding, along with any other dividends, distributions or other income on the Earn-Out Shares pursuant to the Escrow Agreement between Purchaser, Pubco, the Company and the Escrow Agent.

“Escrow Agent” means Odyssey Transfer and Trust Company.

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“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means 28.78.

“Excise Tax” means the 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by a publicly traded U.S. corporation.

“Exempt Issuance” means, with respect to the PIPE Subscription Agreement and PIPE Warrant Certificate, issuances of securities (i) to employees, directors and officers, and other agents of Pubco pursuant to certain share or adoption plans, (ii) pursuant to the Merger Agreement, (iii) to certain specified investors prior to the Closing in an aggregate amount up to $60,000,000, (iv) with respect to the shares underlying the PIPE Warrants or (v) pursuant to any merger, acquisition or strategic transaction, subject to certain limitations.

“extraordinary general meeting” means the extraordinary general meeting of holders of ATII Ordinary Shares, to be held virtually at            Eastern Time on         , 2026, via live webcast at         , and any adjournments or postponements thereof.

“First Company Merger” means the statutory merger of Merger Sub I with and into Forge Nano pursuant to the terms of the Merger Agreement, upon which the separate existence of Merger Sub I will cease and Forge Nano will continue as the “Initial Surviving Corporation” and a wholly-owned subsidiary of Pubco.

“First Effective Time” means the effective time of the First Company Merger.

“Forge Nano” means Forge Nano, Inc., a Delaware corporation, and, if the context requires, Forge Nano, Inc. together with its subsidiaries.

“Forge Nano Ascent Options” means, collectively, the options or other rights to acquire Forge Nano Securities held by Ascent Funds International Management LLC or its affiliates, including those specified in the Amended and Restated Consulting Agreement between Ascent Funds International Management LLC and Forge Nano dated September 1, 2025.

“Forge Nano Board” means the board of directors of Forge Nano as of immediately prior to the Closing.

“Forge Nano Common Stock” means the shares of common stock, $0.0001 par value per share, of Forge Nano.

“Forge Nano Convertible Securities” means, collectively, the Forge Nano Warrants and the Forge Nano Ascent Options.

“Forge Nano Lock-Up Holders” means, collectively, such stockholders of Forge Nano whose names appear on the signature pages to the Lock-Up Agreement and who are expected to collectively own approximately 53.15% of Pubco Common Stock at Closing assuming the No Additional Redemptions Scenario, or approximately 63.03% of Pubco Common Stock at Closing assuming the Maximum Redemptions Scenario.

“Forge Nano Option” means each option (whether vested or unvested) to purchase shares of Forge Nano Common Stock granted under the Forge Nano 2017 Equity Incentive Plan outstanding immediately prior to the First Effective Time.

“Forge Nano Preferred Stock” means, collectively, the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, par value $0.0001 per share, of Forge Nano.

“Forge Nano Stock” means any shares of the Forge Nano Common Stock and the Forge Nano Preferred Stock.

“Forge Nano Stockholder” means a holder of any shares of Forge Nano Stock as of immediately prior to the First Effective Time (excluding any holder of shares of Forge Nano Stock underlying any Forge Nano Options outstanding as of immediately prior to the First Effective Time).

“Forge Nano Warrants” means, collectively, the outstanding warrants to purchase shares of Forge Nano Stock outstanding as of immediately prior to the First Effective Time. Immediately following the First Effective Time, each Forge Nano Warrant will become a corresponding Pubco Forge Nano Warrant.

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“Forge Nano Warrant Agreements” mean, collectively, each warrant agreement to purchase Forge Nano Warrants in effect as of immediately prior to the First Effective Time.

“Forge Nano Written Consent” means the written consent representing the requisite vote of the Forge Nano Stockholders (including any separate class or series vote(s) required pursuant to Forge Nano’s Organizational Documents, any stockholders agreement or otherwise), as necessary, to authorize, approve and consent to, the execution, delivery and performance of the Merger Agreement and each of the Ancillary Documents to which Forge Nano is or is required to be a party or bound, and the consummation of the transactions contemplated hereby and thereby, including the Company Merger (the “Required Forge Nano Stockholder Approval”), signed by Forge Nano’s key management members and the Significant Forge Nano Holders sufficient to approve the First Company Merger and the other transactions contemplated by the Merger Agreement.

“Founder Shares” means the 5,750,000 currently outstanding ATII Ordinary Shares purchased by the Sponsor in June 2024, prior to the IPO.

“GAAP” means U.S. generally accepted accounting principles.

“HzO” means HzO, Inc.

“HzO Investor Group” means HzO and certain of its affiliates.

“IRS” means the U.S. Internal Revenue Service.

“Initial Shareholders” means, collectively, the Sponsor, the Insiders, each of their respective affiliates and representatives and certain other initial shareholders of ATII.

“Initial Surviving Corporation” means the surviving corporation pursuant to the First Company Merger.

“Insiders” means the Sponsor, each ATII Director and any officer of ATII.

“Insider Letter” means ATII’s letter agreement with the Insiders, dated February 10, 2025, containing provisions relating to transfer restrictions of the Founder Shares and ATII Private Units, indemnification of the Trust Account, waiver of Redemption Rights and participation in liquidation distributions from the Trust Account. No separate consideration was paid to the Insiders in connection with the waiver of Redemption Rights.

“IPO” means ATII’s initial public offering of the ATII Public Units (consisting of ATII Ordinary Shares and ATII Warrants) pursuant to registration statements on Form S-1 declared effective by the SEC on February 10, 2025 (SEC File No. 333-282885). On February 12, 2025, ATII completed its initial public offering.

“Lock-Up Agreement” means each lock-up agreement entered into by and among Pubco, Forge Nano and the Forge Nano Lock-Up Holders on or prior to the Closing. A form of the Lock-Up Agreement in substantially the form it will be executed in connection with Closing is attached to this proxy statement/prospectus as Annex D.

“Maximum Redemptions Scenario” means a redemptions scenario that assumes that 23,000,000 ATII Public Shares, or 100% of the outstanding ATII Public Shares and 100% of all ATII Public Shares that are not subject to non-redemption agreements, are redeemed in connection with the Business Combination.

“Merger Agreement” means the agreement and plan of merger, dated as of April 20, 2026, by and among ATII, Pubco, Merger Sub I, Merger Sub II and Forge Nano, and as it may be further amended and/or restated from time to time. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

“Merger Sub I” means ATII Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ATII.

“Merger Sub II” means ATII Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of ATII.

“Nasdaq” means The Nasdaq Stock Market LLC.

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“No Additional Redemptions Scenario” means a redemptions scenario that assumes that none of the 23,000,000 ATII Public Shares, or 0% of the outstanding ATII Public Shares and 0% of all ATII Public Shares that are not subject to non-redemption agreements, are redeemed in connection with the Business Combination.

“Ordinary Resolution” means a resolution approved by a simple majority of the holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting.

“Organizational Documents Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Proposed Charter and the Proposed Bylaws. A copy of each of the Proposed Charter and the Proposed Bylaws is attached to this proxy statement/prospectus as Annex B-1 and Annex B-2, respectively.

“Person” means any individual, firm, corporation, partnership, limited liability company, association, trust, joint venture, joint stock company, governmental authority or instrumentality or other entity or organization of any other kind.

“PIPE Closing” means the closing of the PIPE Financing.

“PIPE Financing” means the financing transaction pursuant to which Pubco will, substantially concurrently with, and contingent upon, the consummation of the Business Combination, pursuant to the PIPE Subscription Agreement, sell an aggregate of 10,000,000 shares of Pubco Common Stock at a subscription price of $10.00 per share, together with the PIPE Warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock each at an exercise price of $10.00 per share, to the Initial PIPE Investor for an aggregate commitment of $100,000,000. Pursuant to the Purchaser Support Agreement, Sponsor has agreed to transfer 3,000,000 Founder Shares to the Initial PIPE Investor at the Closing to the extent the Initial PIPE Investor funds the PIPE Financing. In the event that on the 21st trading day following the six-month anniversary of Closing, the VWAP (as defined in the PIPE Warrant Certificate) of the Pubco Common Stock is less than the Exercise Price (as defined in the PIPE Warrant Certificate), Pubco will issue to the Initial PIPE Investor the Reset PIPE Warrants entitling the Initial PIPE Investor to purchase up to 10,000,000 shares of Pubco Common Stock, in an amount equal to (i) the product of (x) 5,000,000, multiplied by (y) the Exercise Price then in effect divided by the PIPE Reset Price minus (ii) 5,000,000. In addition, if, on the 24-month anniversary of the Closing Date, the Initial PIPE Investor certifies in writing that the Initial PIPE Investor beneficially owns 5,000,000 shares of Pubco Common Stock, Pubco will issue to the Initial PIPE Investor the Additional PIPE Warrants entitling the Initial PIPE Investor to purchase 5,000,000 shares of Pubco Common Stock at an exercise price of $10.00 per share, subject to a one-time downward reset to a floor of $7.28 per share (if, as of the Closing, Pubco or any of its subsidiaries has entered into a publicly disclosed binding commitment for at least $200 million of debt financing) or $5.00 (otherwise).

“Initial PIPE Investor” means the person party to the PIPE Subscription Agreement as identified on the signature page thereto.

“PIPE Registration Statement” means the registration statement on Form S-1 to be filed pursuant to the PIPE Subscription Agreement, registering the resale of certain securities of Pubco.

“PIPE Reset Price” means the greater of (x) the VWAP (as defined in the Warrant Certificate) of the shares of Pubco Common Stock on the 21st trading day following the six-month anniversary of Closing and (y)(A) if, as of the Closing, Pubco or any of its subsidiaries, including Forge Nano, is party to a binding agreement with a financing source reasonably acceptable to the Initial PIPE Investor pursuant to which such financing source has committed to provide debt financing in amount at least equal to $200 million, subject only to customary funding conditions (as determined in good faith by Pubco), and such debt financing has been publicly disclosed prior to or in connection with the closing of the PIPE Financing, $7.28 or (B) otherwise, $5.00.

“PIPE Subscribed Shares” means the 10,000,000 shares of Pubco Common Stock to be issued to the Initial PIPE Investor in connection with the PIPE Financing pursuant to the PIPE Subscription Agreement.

“PIPE Subscription Agreement” means the subscription agreement to purchase the PIPE Subscribed Shares by and among ATII, Pubco, Forge Nano and the Initial PIPE Investor.

“PIPE Subscription Agreements” means the Subscription Agreement and the Additional Subscription Agreements.

“PIPE Warrant Certificate” means the warrant certificate representing the PIPE Warrants.

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“PIPE Warrants” means the warrants to purchase shares of Pubco Common Stock to be issued to the Initial PIPE Investor, each with an exercise price of $10.00 (subject to adjustments as described herein).

“Proposed Bylaws” mean the proposed bylaws of Pubco to be in effect following the Domestication Merger Effective Time and following the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex B-2.

“Proposed Charter” means the proposed certificate of incorporation of Pubco to be in effect at the Domestication Merger Effective Time and following the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex B-1.

“Proposed Organizational Documents” means, collectively, the Proposed Charter and the Proposed Bylaws.

“Proposed Transaction” or “Business Combination” means the transactions contemplated by the Merger Agreement and the other agreements contemplated therein.

“Pubco” means ATII Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of ATII (which, upon effectiveness of the Domestication Merger, will be renamed “Forge Nano Holdings Inc.”).

“Pubco Ascent Warrants” means the Pubco Warrants issued to Ascent Funds International Management LLC or its affiliates pursuant to the Merger Agreement and the other agreements contemplated therein. A copy of the Pubco Ascent Warrant Agreement in substantially the form it will be executed in connection with Closing is attached to this proxy statement/prospectus as Annex F.

“Pubco Ascent Warrant Agreement” means the warrant agreement, dated as of the Closing Date, between Pubco and the holders party thereto, a copy of which is attached to this proxy statement/prospectus as Annex F, which will govern the Pubco Ascent Warrants following consummation of the Business Combination.

“Pubco Board” means the board of directors of Pubco subsequent to the Closing.

“Pubco Common Stock” means the common stock of Pubco, par value $0.0001 per share.

“Pubco Convertible Securities” means, collectively, convertible securities of Pubco issued in exchange for the Forge Nano Convertible Securities pursuant to the Merger Agreement.

“Pubco Forge Nano Warrants” means, collectively, the following warrants (whether exercisable or unexercisable) to purchase shares of Pubco Common Stock following the Business Combination: (1) the penny warrant to purchase shares of Pubco Common Stock (the “Pubco OIC Penny Warrant”) issued in connection with Forge Nano’s credit facility, by and among Forge Nano, as borrower, the lenders from time to time party thereto, and OIC Investment Agent, LLC, as administrative agent and collateral agent (the “OIC Credit Facility”), (2) the warrant to purchase shares of Pubco Common Stock (the “Pubco OIC Company Warrant”) issued in connection with the OIC Credit Agreement, (3) the warrant to purchase shares of Pubco Common Stock issued to Silicon Valley Bank (the “Pubco SVB Warrant”) and (4) the warrant to purchase shares of Pubco Common Stock issued to Saoradh Energy Partners LLC (the “Pubco SEP Warrant”).

“Pubco Securities” means, collectively, shares of Pubco Common Stock and Pubco Warrants.

“Pubco SPAC Warrants” means the ATII Warrants that will become exercisable for shares of Pubco Common Stock subsequent to the Closing pursuant to the ATII Warrant Agreement.

“Pubco Warrants” means, collectively, (i) the Pubco SPAC Warrants, (ii) the Pubco Forge Nano Warrants, (iii) the Pubco Ascent Warrants and (iv) the PIPE Warrants.

“Purchaser Support Agreement” means the purchaser support agreement, dated as of April 20, 2026, entered into by and among ATII, Forge Nano and the Sponsor, as it may be amended and supplemented from time to time, pursuant to which the Sponsor has agreed, among other things, (i) not to transfer or redeem any ATII Ordinary Shares held by the Sponsor in accordance with the Insider Letter, (ii) to vote in favor of the Merger Agreement, the Domestication Merger and the Company Mergers at the extraordinary general meeting in accordance with the Insider Letter, and (iii) to contribute up to 3,300,000 Sponsor

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Contribution Shares to secure one or more Financing Transactions (as defined in the Purchaser Support Agreement) as follows: to the extent the Initial PIPE Investor funds any Financing Transaction of at least $100,000,000, to transfer to such Initial PIPE Investor 3,000,000 Sponsor Contribution Shares to secure such Financing Transaction and to transfer up to 300,000 Sponsor Contribution Shares to investors to secure other Financing Transactions to the extent such Financing Transactions are funded by such investors. A copy of the Purchaser Support Agreement is attached to this proxy statement/prospectus as Annex C.

“Record Date” means         , 2026.

“Redemption” means the redemption of ATII Public Shares by ATII for the Redemption Price in connection with its initial business combination.

“Redemption Price” means a per-ATII Public Share redemption price payable in cash equal to the quotient obtained by dividing (i) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), by the number of ATII Public Shares then in issue.

“Redemption Rights” means the rights of the ATII Public Shareholders to demand Redemption of their ATII Public Shares in exchange for cash in accordance with the procedures set forth in the Current Charter and this proxy statement/prospectus.

“Reset PIPE Warrants” means warrants to purchase shares of Pubco Common Stock to be issued to the Initial PIPE Investor in the event that on the 21st trading day following the six-month anniversary of Closing, the VWAP (as defined in the PIPE Warrant Certificate) of the Pubco Common Stock is less than the Exercise Price (as defined in the PIPE Warrant Certificate), in an amount equal to (i) the product of (x) 5,000,000, multiplied by (y) the Exercise Price then in effect divided by the PIPE Reset Price minus (ii) 5,000,000. The exercise price of the Reset PIPE Warrants will be equal to the PIPE Reset Price.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Company Merger” means the statutory merger of the Initial Surviving Corporation with and into Merger Sub II, upon which the separate corporate existence of the Initial Surviving Corporation will cease and Merger Sub II will continue as the surviving entity and a wholly-owned subsidiary of Pubco.

“Second Effective Time” means the effective time of the Second Company Merger.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder Proposals” means, collectively, (a) the Business Combination Proposal, (b) the Domestication Merger Proposal, (c) the Director Election Proposal, (d) the Stock Issuance Proposal, (e) the Organizational Documents Proposal, (f) the Advisory Organizational Documents Proposals, (g) the Equity Incentive Proposal and (h) the Adjournment Proposal, if presented.

“Significant Forge Nano Holder” means, collectively, such stockholders of Forge Nano whose names appear on the signature pages to the Forge Nano Written Consent and who are expected to collectively own approximately 49.13% of Pubco Common Stock at Closing assuming the No Additional Redemptions Scenario, or approximately 58.26% of Pubco Common Stock at Closing assuming the Maximum Redemptions Scenario.

“Special Resolution” means a resolution passed by a majority of not less than two-thirds of the holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting.

“Sponsor” means Archimedes Tech SPAC Sponsors II LLC, a Delaware limited liability company.

“Sponsor Contribution Shares” means up to 3,300,000 of the Founder Shares which are subject to transfer pursuant to the Purchaser Support Agreement.

“Stock Issuance Proposal” means the proposal to be considered at the extraordinary general meeting to approve for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of

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Pubco Common Stock and securities convertible into shares of Pubco Common Stock to (i) the Persons who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities in accordance with and subject to the terms and conditions of the Merger Agreement, and (ii) to any other persons pursuant to subscription, purchase, or similar agreements ATII may enter into prior to Closing.

“Surviving Company” means the surviving company pursuant to the Second Company Merger.

“Transfer Agent” means Odyssey Transfer and Trust Company.

“Trust Account” means the trust account of ATII, which holds the net proceeds from the IPO and the sale of the ATII Private Units.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of February 10, 2025, by and between ATII and the Transfer Agent, as trustee, as amended.

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MARKET AND INDUSTRY DATA

ATII and Forge Nano are responsible for the information contained in this proxy statement/prospectus. Certain industry data and market data contained in this proxy statement/prospectus were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. All of Forge Nano’s management’s estimates presented herein concerning the market and the industry in which Forge Nano competes, including its market position, general expectations of market opportunity, size and growth rates, are based upon review of independent third-party surveys and industry publications prepared by a number of sources and other publicly available information. Third-party industry publications and forecasts generally state that the information contained therein has been obtained from sources generally believed to be reliable. All the industry data, market data and related estimates used in this proxy statement/prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. Although we have no reason to believe that the information from these industry publications and surveys included in this proxy statement/prospectus is not reliable, we have not independently verified this information and cannot guarantee its accuracy or completeness. In addition, we believe that industry data, market data and related estimates provide general guidance but are inherently imprecise. The industry in which Forge Nano operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Forge Nano’s Business” and elsewhere in this proxy statement/prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^®, ^TM or ^SM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. ATII and Forge Nano do not intend that use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us, by any other companies.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” that involve substantial risks and uncertainties, including information about, among other topics, expectations for future financial performance, business strategies or expectations for Pubco’s business following the Proposed Transaction, and the timing and ability for ATII and Forge Nano to complete the Proposed Transaction. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Such statements can be identified by the fact that they are not historical statements of fact and are statements regarding, but not limited to, our expectations, hopes, beliefs, intention or strategies regarding the future. When used in this proxy statement/prospectus, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include information about, among other topics, the following that could cause actual results to differ materially from those expressed or implied by such statements:

● the Proposed Transaction;

● the ability to consummate the Business Combination;

● the future financial performance of Pubco or Forge Nano following the Proposed Transaction;

● changes in the market for Forge Nano’s products and services; and

● expansion plans and opportunities.

Risks and uncertainties include, among other things:

● risks related to the satisfaction or waiver of the conditioned to the closing the Proposed Transaction (including the failure to obtain necessary regulatory approvals and failure to obtain the requisite vote by the holders of ATII Ordinary Shares) in the anticipated timeframe or at all during the Completion Window, including the possibility that the Proposed Transaction (or any other initial business combination) is not consummated during the Completion Window;

● risks related to the ability to realize the anticipated benefits of the Proposed Transaction, including the possibility that the expected benefits from the Proposed Transaction will not be realized within the expected time period;

● risks relating to the uncertainty of the projected financial information with respect to Forge Nano;

● risk of litigation and/or regulatory actions related to the Proposed Transaction that may be instituted against Forge Nano or ATII following announcement of the Proposed Transaction;

● the inability to complete the Proposed Transaction due to the failure to obtain approval of the holders of ATII Ordinary Shares or the failure of ATII to meet the other conditions to Closing set forth in the Merger Agreement;

● the inability to meet and maintain Nasdaq’s listing standards following the Proposed Transaction;

● risks related to Pubco’s public securities’ liquidity and trading;

● the risk that the Proposed Transaction disrupts current plans and operations;

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● the projected financial information, anticipated growth rate, profitability and market opportunity of Forge Nano may not be an indication of the actual results of the Business Combination or Forge Nano’s future results;

● significant transaction costs related to the Proposed Transaction;

● Forge Nano’s ability to obtain sufficient additional capital needed to operate and grow its business;

● the impact of Forge Nano’s remaining indebtedness outstanding, if any, following the Proposed Transaction, which may reduce funds available for other business purposes and reduce our operational flexibility;

● changes in the market in which Forge Nano competes, including with respect to its competitive landscape, technology evolution or changes in applicable laws or regulations;

● the impact of macroeconomic events, such as inflation, recessions or depressions and war or fears of war;

● changes in the vertical markets that Forge Nano targets or consolidation among Forge Nano’s distributors and customers or the loss of any key customer;

● the impact of current or future government regulation and oversight, including the U.S. federal, state and local authorities;

● the ability to launch new Forge Nano services and products or to profitably expand into new markets;

● the ability to develop and maintain effective internal controls and procedures, correct or remediate the previously identified material weakness, or correct or remediate any future identified material weaknesses;

● future litigation or legal disputes, which could lead ATII or Forge Nano to incur significant liabilities and costly litigation or reputational damage;

● a material failure, inadequacy or interruption of ATII’s or Forge Nano’s information technology systems;

● other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under “Risk Factors” of this proxy statement/prospectus.

You should carefully consider the foregoing factors and the other risks and uncertainties that affect our business described in the section titled “Risk Factors” of this proxy statement/prospectus, in ATII’s registration statement on Form S-1 filed in connection with the IPO and in the “Cautionary Note Regarding Forward Looking Statements” and “Risk Factors” sections of ATII’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other documents filed by ATII from time to time with the SEC, all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we do not assume any obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. We cannot give any assurance that we will achieve our expectations.

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QUESTIONS AND ANSWERS FOR HOLDERS OF ATII ORDINARY SHARES

The questions and answers address some commonly asked questions regarding the Business Combination and the Merger Agreement and the extraordinary general meeting. The following questions and answers may not address all questions that are important to you. You should carefully read and consider this entire proxy statement/prospectus and the annexes in this proxy statement/prospectus, including the Merger Agreement, as they contain important information about, among other things, the Business Combination and how the Business Combination may affect you. For the purposes of the Companies Act and the Current Charter, the physical location of the extraordinary general meeting will be at the offices of ATII at. To participate in the extraordinary general meeting online, visit         and enter the 12-digit control number included on your proxy card. You may register for the extraordinary general meeting as early as         Eastern Time on         , 2026. If you hold your ATII Ordinary Shares through a bank, broker or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

Q.What is the proposed Business Combination?

A. ATII, Pubco, Merger Sub I, Merger Sub II and Forge Nano have entered into a Merger Agreement pursuant to which, if the Business Combination Proposal is approved by the holders of ATII Ordinary Shares and the other conditions to the consummation of the Proposed Transaction contained in the Merger Agreement are satisfied or waived, among other things: (i) at the Domestication Merger Effective Time, ATII will merge with and into Pubco, with Pubco surviving the Domestication Merger as a corporation incorporated under the laws of the State of Delaware; (ii) at least one day following the Domestication Merger Effective Time and at the First Effective Time, Merger Sub I will merge with and into Forge Nano, with Forge Nano surviving the First Company Merger as the Initial Surviving Corporation and a wholly-owned subsidiary of Pubco; (iii) immediately following the First Effective Time and at the Second Effective Time, the Initial Surviving Corporation, as the surviving company in the First Company Merger, will merge with and into Merger Sub II, with Merger Sub II surviving the Second Company Merger as a wholly-owned subsidiary of Pubco; and (iv) in connection with the aforementioned transactions, the other transactions contemplated by the Merger Agreement and the PIPE Financing will be completed, as more fully described elsewhere in this proxy statement/prospectus. See “Proposal No. 1 – The Business Combination Proposal” and “Proposal No. 2 – The Domestication Merger Proposal” for more detail. In addition, a copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to carefully read this proxy statement/prospectus and the Merger Agreement (and all annexes to this proxy statement/prospectus) in their entirety.

Q.Why am I receiving this proxy statement/prospectus?

A. Holders of ATII Ordinary Shares are being asked to consider and vote upon, among other proposals, a proposal to approve the Merger Agreement and approve the Business Combination. In connection with the completion of the Business Combination, ATII will provide the ATII Public Shareholders the opportunity to redeem their ATII Public Shares on the terms and conditions set forth in the Current Charter. See “Proposal No. 2 – The Domestication Merger Proposal” for more detail.

This document constitutes a proxy statement of ATII, soliciting proxies for the extraordinary general meeting from the holders of ATII Ordinary Shares using this proxy statement/prospectus, and a prospectus of Pubco and Forge Nano to offer shares of Pubco Common Stock and Pubco SPAC Warrants pursuant to the terms of the Merger Agreement.

The ATII Board is soliciting your proxy to vote at the extraordinary general meeting because you are a holder of ATII Ordinary Shares. This proxy statement/prospectus, along with a proxy card or a voting instruction card, is being mailed to holders of ATII Ordinary Shares on or about            , 2026. Holders of ATII Ordinary Shares as of the close of business on            , 2026, the “Record Date” for the extraordinary general meeting, are entitled to notice of the extraordinary general meeting and to vote at the extraordinary general meeting. ATII has made these materials available to you on the Internet, and ATII has delivered printed proxy materials to you or sent them to you by e-mail. This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote at the extraordinary general meeting. You do not need to attend the extraordinary general meeting in person to vote on your ATII Ordinary Shares.

The Business Combination cannot be completed unless the holders of ATII Ordinary Shares approve the Condition Precedent Proposals as set forth in this proxy statement/prospectus. Information about the extraordinary general meeting, the Business Combination and the other business to be considered by holders of ATII Ordinary Shares at the extraordinary general meeting is contained in this proxy statement/prospectus.

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THE VOTE OF HOLDERS OF ATII ORDINARY SHARES IS IMPORTANT. HOLDERS OF ATII ORDINARY SHARES ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF ATII AND FORGE NANO.

Q.What am I being asked to vote on?

A.You are being asked to vote on the following proposals:

● The Business Combination Proposal;

● The Domestication Merger Proposal;

● The Director Election Proposal

● The Stock Issuance Proposal;

● The Organizational Documents Proposal;

● The Advisory Organizational Documents Proposals;

● The Equity Incentive Plan Proposal; and

● The Adjournment Proposal, if presented.

ATII will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Holders of ATII Ordinary Shares should read it carefully.

Consummation of the Business Combination is conditioned on the approval of each of the Condition Precedent Proposals. If the holders of ATII Ordinary Shares do not approve each of the Condition Precedent Proposals at the extraordinary general meeting, then, unless certain conditions in the Merger Agreement are waived by all of the parties to the Merger Agreement, the Merger Agreement may be terminated and the Proposed Transaction may not be consummated. See “Proposal No. 1 – The Business Combination Proposal,” “Proposal No. 2 – The Domestication Merger Proposal,” “Proposal No. 3 – The Director Election Proposal,” “Proposal No. 4 – The Stock Issuance Proposal,” “Proposal No. 5 – The Organizational Documents Proposal” and “Proposal No. 7 – The Equity Incentive Plan Proposal” of this proxy statement/prospectus, respectively.

After careful consideration, the ATII Board has determined that each of (a) the Business Combination Proposal, (b) the Domestication Merger Proposal, (c) the Director Election Proposal, (d) the Stock Issuance Proposal, (e) the Organizational Documents Proposal, (f) the Advisory Organizational Documents Proposals, (g) the Equity Incentive Plan Proposal and (h) the Adjournment Proposal, if presented, are in the best interests of ATII and the holders of ATII Ordinary Shares and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of ATII’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of himself, herself or themselves in determining to recommend that holders of ATII Ordinary Shares vote for the proposals. In addition, the Sponsor and ATII’s officers have interests in the Business Combination that may conflict with your interests as a holder of ATII Ordinary Shares. See “Proposal No. 1 – The Business Combination Proposal — Certain Interests of ATII’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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Q.May I attend and vote at the extraordinary general meeting?

A. All holders of ATII Ordinary Shares as of the Record Date may attend and vote at the extraordinary general meeting. To vote your ATII Ordinary Shares at the extraordinary general meeting, you must pre-register for the extraordinary general meeting at        by         Eastern Time on          , 2026. For additional information on how to pre-register for the extraordinary general meeting, please see the section entitled “Extraordinary General Meeting of ATII – Pre-Registering for the Extraordinary General Meeting.”

Any ATII Ordinary Shares held directly in your name as a holder of record may be voted at the extraordinary general meeting via the extraordinary general meeting website, provided you have pre-registered for the extraordinary general meeting. Any ATII Ordinary Shares held in “street name” may be voted at the extraordinary general meeting via the extraordinary general meeting website only if you obtain a legal proxy from your bank, broker or other nominee and provided you have pre-registered for the extraordinary general meeting.

Even if you attend the extraordinary general meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone (in accordance with the instructions in this proxy statement entitled “Extraordinary General Meeting of ATII – Voting Power”) so that your vote will be counted if you later decide not to, or become unable to, virtually attend the extraordinary general meeting. If you attend and vote at the extraordinary general meeting, your vote will revoke any proxy previously submitted.

Q.Are the proposals conditioned on one another?

A. Yes. The Proposed Transaction is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal.

Q.Why is ATII proposing the Business Combination?

A. ATII is a blank check company incorporated to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, with one or more businesses.

On February 10, 2025, ATII completed its IPO at an offering price of $10.00 per unit, each consisting of one ATII Ordinary Share and one-half of one ATII Warrant, generating gross proceeds of $230,000,000. Simultaneously with the closing of the IPO, ATII completed a private placement of an aggregate of 840,000 ATII Private Units to the Sponsor and BTIG at a price of $10.00 per unit, generating gross proceeds of $8,400,000. Following the closing of the IPO, a total of $231,150,000 of the gross proceeds from the sale of ATII Public Units in the IPO and the private placement of the ATII Private Units were placed in the Trust Account.

All of ATII’s activity since its IPO has been related to identifying an appropriate target company for a potential business combination and negotiating for an initial business combination.

The ATII Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including the ATII Board’s review of the results of the due diligence conducted by ATII management and its advisers. As a result, the ATII Board believes that the Business Combination will provide holders of ATII Ordinary Shares with an opportunity to participate in the ownership of a company with growth potential in an alternative industry with a clear path to generating cash flow and growth. Please see the section entitled “Proposal No. 1 – The Business Combination Proposal – ATII’s Board of Directors’ Discussion of Valuation and Reasons for the Approval of the Business Combination.”

Although the ATII Board believes that the Proposed Transaction presents an attractive business combination opportunity and is in the best interests of ATII and the holders of ATII Ordinary Shares, the ATII Board also considered certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in “Proposal No. 1 – The Business Combination Proposal – ATII Board Reasons for the Approval of the Business Combination” and “Risk Factors – Risks Related to Forge Nano’s Business.”

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Q.Does Forge Nano have any pending acquisitions?

A. Yes. Following the closing of the Business Combination and pending negotiation of definitive agreements, Forge Nano intends to acquire HzO, a provider of parylene-based thin-film coating solutions that protect electronic components from moisture, corrosion and other environmental damage with operations in the United States, Mexico and Asia. Forge Nano and HzO have entered into a term sheet pursuant to which Forge Nano would acquire 100% of the equity of HzO for an aggregate consideration of $55 million paid in shares of Pubco Common Stock. The parties are currently negotiating a definitive merger agreement. Forge Nano considers the acquisition of HzO to be probable as of the date hereof. HzO’s coating capabilities are complementary to Forge Nano’s ALD platform and are expected to expand the combined company’s environmental barrier protection offerings. The acquisition of HzO is not conditioned upon the consummation of the Business Combination, and the Business Combination is not conditioned upon the acquisition of HzO.

Q.What will I receive if the Business Combination is consummated?

A. Upon the terms and subject to the satisfactions or waiver of the conditions of the Merger Agreement, immediately prior to the Domestication Merger Effective Time, (1) each ATII Public Unit then issued and outstanding will automatically separate and convert into one ATII Ordinary Share and one-half of one ATII Warrant and (2) each ATII Private Unit then issued and outstanding will automatically separate and convert into one ATII Ordinary Share and one half of one ATII Warrant.

Under the Current Charter, ATII must provide all ATII Public Shareholders with the opportunity to have their ATII Public Shares redeemed upon consummation of an initial business combination. At the Domestication Merger Effective Time, holders of ATII Ordinary Shares will be entitled to receive, after giving effect to redemptions of ATII Public Shares occurring prior to the Domestication Merger Effective Time, without interest and less any applicable withholding taxes (if any), one share of Pubco Common Stock in exchange for each ATII Ordinary Share that is issued and outstanding immediately prior to the Domestication Merger Effective Time.

In addition, each ATII Warrant that is unexercised immediately prior to the Domestication Merger Effective Time shall convert automatically into one Pubco SPAC Warrant subject to the conditions set forth in the ATII Warrant Agreement.

Q. What will the relative equity stakes of the holders of ATII Ordinary Shares, the Forge Nano Stockholders who receive Closing Payment Shares, the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any, and the PIPE Investors be immediately after the consummation of the Business Combination?

A. Upon consummation of the Business Combination, the post-Closing share ownership of Pubco under (1) the No Additional Redemptions Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the Maximum Redemptions Scenario, excluding the dilutive effect of Pubco SPAC Warrants, Pubco Forge Nano Warrants, Pubco Ascent Warrants, Pubco Options, PIPE Warrants, Reset PIPE Warrants, Additional PIPE Warrants and Earn-Out Shares, would be as follows:

	Voting Interests in Pubco
	No Additional			25%			50%			75%			Maximum
	Redemptions(1)			Redemptions(2)			Redemptions(3)			Redemptions(4)			Redemptions(5)
	Shares	%		Shares	%		Shares	%		Shares	%		Shares	%
ATII Public Shareholders	23,000,000	15.3	%	17,250,000	11.9	%	11,500,000	8.3	%	5,750,000	4.3	%	—	0.0	%
Initial Shareholders(6)	3,290,000	2.2	%	3,290,000	2.3	%	3,290,000	2.4	%	3,290,000	2.5	%	3,290,000	2.6	%
Forge Nano Stockholders(7)	108,758,914	72.2	%	108,758,914	75.1	%	108,758,914	78.2	%	108,758,914	81.5	%	108,758,914	85.2	%
PIPE Investors (8)	15,600,000	10.3	%	15,600,000	10.7	%	15,600,000	11.1	%	15,600,000	11.7	%	15,600,000	12.2	%
Total	150,648,914	100.0	%	144,898,914	100.0	%	139,148,914	100.0	%	133,398,914	100.0	%	127,648,914	100.0	%

(1) Assumes that no ATII Public Shareholders exercise redemption rights with respect to their redeemable ATII Public Shares in exchange for a pro rata share of the funds in the Trust Account.

(2) Assumes that 25% of maximum redeemable ATII Public Shares, or 5,750,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $60.5 million from the funds in the Trust Account based on a redemption price of approximately $10.52 per share, which is based on the Assumed Redemption Price.

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(3) Assumes that 50% of maximum redeemable ATII Public Shares, or 11,500,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $121.0 million from the funds in the Trust Account based on the Assumed Redemption Price.

(4) Assumes that 75% of maximum redeemable ATII Public Shares, or 17,250,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $181.5 million from the funds in the Trust Account based on the Assumed Redemption Price.

(5) Assumes that 100% of maximum redeemable ATII Public Shares, or 23,000,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $242.0 million from the funds in the Trust Account based on the Assumed Redemption Price.

(6) Consists of (i) the 2,450,000 shares of Pubco Common Stock issued to the Sponsor and the Initial Shareholders in exchange for 2,450,000 Founder Shares (assuming that 3,300,000 shares of Pubco Common Stock issued in exchange for 3,300,000 Founder Shares are transferred by the Sponsor to the PIPE Investors upon the Closing pursuant to the Purchaser Support Agreement), (ii) the 530,000 ATII Private Shares held by the Sponsor and (iii) the 310,000 ATII Private Shares held by BTIG.

(7) Consists of (i) the 108,758,914 shares of Pubco Common Stock issuable in respect of 3,827,857 shares of Forge Nano Common Stock (including shares of Forge Nano Common Stock issued upon conversion of Forge Nano Preferred Stock immediately prior to the First Effective Time (including all outstanding shares of Forge Nano Series D Preferred Stock issued following December 31, 2025)) based on the Exchange Ratio. The Exchange Ratio is based the Forge Nano Common Stock, Forge Nano Preferred Stock and Forge Nano Common Stock underlying the Forge Nano Convertible Securities, in each case, outstanding as of           , 2026, and does not reflect any issuances of Forge Nano Common Stock, Forge Nano Preferred Stock or Forge Nano Convertible Securities after such date.

(8) Consists of (i) the 10,000,000 shares of Pubco Common Stock acquired by the Initial PIPE Investor pursuant to the PIPE Subscription Agreement at a subscription price of $10.00 per share, (ii) the 3,300,000 Founder Shares transferred by the Sponsor to the PIPE Investors in connection with the PIPE Financing for no additional cash consideration pursuant to the Purchaser Support Agreement, and (iii) the 2,300,000 Additional PIPE Subscribed Shares to be acquired by the Additional PIPE Investors pursuant to the Additional PIPE Subscription Agreements at a subscription price of $10.00 per share. After giving effect to the transfer of the 3,000,000 Founder Shares from the Sponsor, the Initial PIPE Investor’s effective purchase price for shares of Pubco Common Stock received in connection with the PIPE Financing is approximately $7.69 per share, which is lower than the approximately $10.52 per share that ATII Public Shareholders would otherwise receive based on the Assumed Redemption Price.

The following table illustrates varying ownership levels of Pubco immediately following the Business Combination on a fully diluted basis^(1):

	Voting Interests in Pubco
	No			25%			50%			75%			Maximum
	Redemption			Redemptions			Redemptions			Redemptions			Redemptions
	Shares	%		Shares	%		Shares	%		Shares	%		Shares	%
ATII Public Shareholders(2)	34,500,000	11.7	%	28,750,000	10.0	%	23,000,000	8.1	%	17,250,000	6.2	%	11,500,000	4.2	%
Initial Shareholders(3)	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.4	%
Forge Nano Stockholders(4)	210,000,000	71.5	%	210,000,000	72.9	%	210,000,000	74.4	%	210,000,000	75.9	%	210,000,000	77.5	%
PIPE Investors(5)	45,600,000	15.5	%	45,600,000	15.8	%	45,600,000	16.2	%	45,600,000	16.6	%	45,600,000	16.9	%
Total	293,810,000	100.0	%	288,060,000	100.0	%	282,310,000	100.0	%	276,560,000	100.0	%	270,810,000	100.0	%

(1) This table makes the same assumptions as in the preceding ownership table, except that this table reflects certain dilutive issuances as described in the following footnotes. This table excludes any ATII Ordinary Shares issuable upon exercise of the Pubco Options.

(2) Includes the 11,500,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants issued in exchange for the ATII Public Warrants.

(3) Includes the 420,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants issued in exchange for the ATII Private Warrants.

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(4) Includes (i) the 8,896,715 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants, consisting of (a) the 1,859,028 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 65,430 shares of Forge Nano Common Stock issuable upon exercise of Forge Nano OIC Penny Warrants at an exercise price of $0.01 per share, based on the Exchange Ratio, (b) the 6,692,560 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 235,550 shares of Forge Nano Common Stock issuable upon exercise of Forge Nano OIC Warrants at an exercise price of $      per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, (c) the 88,022 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 3,098 shares of Forge Nano Common Stock underlying the Forge Nano SVB Warrants at an exercise price of $        per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, and (d) the 257,105 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 9,049 shares of Forge Nano Common Stock underlying the Forge Nano SEP Warrants at an exercise price of $        per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, (ii) the 2,344,371 shares of Pubco Common Stock underlying the Pubco Ascent Warrants issued in exchange for the 82,512 shares of Forge Nano Common Stock underlying the Forge Nano Ascent Options, at an exercise price of $          per share as of immediately prior to the First Effective Time expiring on December 31, 2028, subject to extension to December 31, 2029 at the holder’s election, in which case the exercise price per share applicable to any exercise occurring between January 1, 2029 and December 31, 2029 will increase by 25%, from $         to $         per share, based on the Exchange Ratio and (iii) the 90,000,000 Earn-Out Shares to be distributed to the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Forge Nano Convertible Securities upon achievement of certain milestones during the Earn-Out Period pursuant to the Merger Agreement.

(5) Includes (i) the 15,000,000 shares of Pubco Common Stock underlying the PIPE Warrants, with an exercise price of $10.00 per share (subject to adjustments as described in this proxy statement/prospectus), (ii) the 5,000,000 shares of Pubco Common Stock underlying the Additional Warrants, with an exercise price of $10.00 per share (subject to adjustments as described in this proxy statement/prospectus) and (iii) the 10,000,000 shares of Pubco Common Stock underlying the Reset Warrants, with an initial exercise price equal to the PIPE Reset Price (subject to adjustments as described in this proxy statement/prospectus).

The table above excludes the dilutive impact of shares of Pubco Common Stock that will be available for issuance under Pubco’s incentive award plan immediately following completion of the Business Combination. Pubco Shareholders will experience additional dilution to the extent Pubco issues additional shares of Pubco Common Stock after the Closing.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions by holders of ATII Public Shares will increase the dilutive effect of these issuances on non-redeeming holders of the ATII Public Shares.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 1 — The Business Combination Proposal — Ownership of Pubco After the Closing.”

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”. For more information, including the ownership percentages in the No Additional Redemptions Scenario and the effect of certain dilutive securities, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Ownership of Pubco After the Closing”.

Q.Will the Sponsor receive compensation in connection with the Proposed Transaction?

A. In connection with the IPO, the Sponsor and the Initial Shareholders paid an aggregate of $25,000 for the Founder Shares, or approximately $0.004 per share. In connection with the Business Combination, an aggregate of 2,750,000 of the 5,750,000 Founder Shares held by the Sponsor (assuming that 3,000,000 of the 5,750,000 Founder Shares are transferred to the Initial PIPE Investor pursuant to the Purchaser Support Agreement to the extent the Initial PIPE Investor funds the PIPE Financing, and that Sponsor retains the remaining 300,000 of the up to 3,300,000 Founder Shares subject to transfer under the Purchaser Support Agreement) will automatically convert at the Domestication Merger Effective Time into an equal number of shares of Pubco Common Stock, valued at approximately $              per share based on the closing price per ATII Ordinary Share on                      , 2026. The Sponsor also purchased 530,000 ATII Private Units at a price of $10.00 per unit, consisting of 530,000 ATII Private Shares and 265,000 ATII Warrants with an exercise price of $11.50 per share, in a private placement that occurred simultaneously with the closing of the IPO; such underlying ATII Ordinary Shares will automatically convert at the Domestication Merger Effective Time into an equal number of shares of Pubco Common Stock, which is the assumed per share price used in the

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Business Combination pursuant to the Merger Agreement. As a result of the low price the Sponsor and the Initial Shareholders paid for the Founder Shares, the Sponsor and the Initial Shareholders may realize a positive rate of return on their investment in the Founder Shares even if the market price per share of Pubco Common Stock is below $10.00 per share after the Closing, in which case the ATII Public Shareholders may experience a negative rate of return on their investment. Based on the closing price of $           per ATII Ordinary Share on                      , 2026, the Sponsor may receive potential profits of approximately $             per Founder Share, and accordingly may make a substantial profit on its investment in the Founder Shares at a time when shares of Pubco Common Stock may have lost significant value. On the other hand, if ATII liquidates without completing an initial business combination during the Completion Window, the Sponsor will lose its investment in ATII.

In addition, as disclosed in the IPO prospectus, in order to finance transaction costs in connection with an initial business combination, the Sponsor or certain of ATII’s directors and officers may, but are not obligated to, loan ATII Working Capital Loans that would be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into private units of ATII, at a price of $10.00 per private unit, at the option of the lender. The units and their underlying securities would be identical to the ATII Private Units issued concurrently with the IPO. If ATII completes an initial business combination during the Completion Window, ATII would repay the Working Capital Loans out of the proceeds of the Trust Account released to ATII in connection with its initial business combination. In the event that an initial business combination is not completed during the Completion Window, ATII may use a portion of proceeds held outside of the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of the date of this proxy statement/prospectus, ATII has no outstanding borrowings under Working Capital Loans.

In addition, ATII’s sponsor, directors or officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses relating to identifying, investigating and completing an initial business combination.

For information about conflicts of interest with respect to the Sponsor, see “Proposal No. 1 — The Business Combination Proposal — Conflicts of Interest.” For more information about the securities owned by the Sponsor, see “Beneficial Ownership of Securities” and “Certain Relationships and Related Persons Transactions.”

Q. Does the Sponsor, any of its affiliates or promoters have any prior experience in organizing special purpose acquisition companies?

A. Yes. ATII’s management team and board members have prior experience in sponsoring and operating blank check companies, having served on the board or on the management team of various blank check companies.

Dr. Eric R. Ball serves as the Chairman of the Board, Ben Landen serves as the Chief Executive Officer and a director, and Long Long, Daniel L. Sheehan and Vishwesh Pai serve as directors of Archimedes Tech SPAC Partners III Co. (Nasdaq: ARCI) (“Archimedes III”), which completed its initial public offering in January 2026, issuing 27,600,000 units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 units, generating gross proceeds of $276,000,000. Archimedes III is currently in the process of seeking a business combination target.

Archimedes Tech SPAC Partners Co. (“Archimedes I”) completed its initial public offering in March 2021 and completed its merger with SoundHound AI, Inc. (Nasdaq: SOUN) in April 2022; the merger raised $111.0 million gross proceeds through a common-equity private placement and approximately 96% of the public shares of Archimedes I were redeemed in connection with the merger. Dr. Ball remains as a board member of Archimedes I and is currently serving as its Audit Chair. Mr. Long served as Chief Financial Officer and Mr. Sheehan served as Chief Operating Officer of Archimedes I from 2021 until the consummation of its business combination in April 2022.

Ackrell SPAC Partners I Co. (“Ackrell I”) completed its initial public offering in December 2020 and was not able to complete an initial business combination within the required time frame, thus the company liquidated its trust account and returned all trust proceeds to holders of its public shares in August 2022. Mr. Long served as Chief Financial Officer of Ackrell I from 2019 to 2022, and Mr. Sheehan served as a director from 2020 to 2022.

Global SPAC Partners Co. completed its initial public offering in April 2021 and completed its merger with Gorilla Technology Group (Nasdaq: GRRR) in July 2022, where approximately 90% of the public shares were redeemed in connection with the company’s extensions and merger. Mr. Long served as Chief Financial Officer of Global SPAC Partners Co. from 2020 until the consummation of its business combination in July 2022.

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Twelve Seas Investment Company completed its initial public offering in June 2018 and completed its merger with Brooge Energy Limited in December 2019, where approximately 82% of the public shares was redeemed in connection with the merger. Mr. Long served as Vice President of Twelve Seas Sponsors I LLC, sponsor of Twelve Seas Investment Company, from 2017 until the consummation of its business combination in December 2019.

Past performance by our management team is not a guarantee of success with respect to the Business Combination and Forge Nano. You should not rely on the historical record of the performance of our management team or businesses associated with them as indicative of our future performance of an investment of the Sponsor, ATII’s management team and board members in Forge Nano or the returns we will, or are likely to, generate going forward. For information about conflicts of interest with respect to the Sponsor, see “Proposal No. 1 — The Business Combination Proposal — Interests of Certain ATII Persons in the Business Combination.”

Q.Do any conflicts of interest exist relating to the Proposed Transaction?

A. Yes. The Sponsor, the Initial Shareholders and ATII’s officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of unaffiliated ATII Public Shareholders. Further, ATII’s officers and directors have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity for such entity, which are set forth in more detail in the section titled “Information Related to ATII — Conflicts of Interest.” We believe there were no such opportunities that were not presented as a result of the existing fiduciary or contractual obligations of our officers and directors to other entities. The ATII Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and the Merger Agreement and in recommending to the holders of ATII Ordinary Shares that they vote in favor of the proposals to be presented at the extraordinary general meeting, including the Business Combination Proposal. Holders of ATII Ordinary Shares should take these interests into account in deciding whether to approve the proposals presented at the extraordinary general meeting, including the Business Combination Proposal. These interests include, among other things:

● The Sponsor and the Initial Shareholders beneficially own, collectively, 5,750,000 Founder Shares (up to 3,300,000 of which are subject to transfer in connection with the Business Combination pursuant to the Purchaser Support Agreement) which were acquired in June 2024, prior to the IPO, for an aggregate purchase price of $25,000, or approximately $0.004 per share, which, if unrestricted and freely transferrable, would be valued at approximately $          , based on the $          closing price of the ATII Ordinary Shares of          , 2026. However, given that such shares of Pubco Common Stock as well as 530,000 ATII Private Units purchased at a price of $10.00 per unit in a private placement simultaneously with the IPO, consisting of 530,000 ATII Private Shares and 265,000 ATII Warrants, for an aggregate purchase price of $5,300,000, will be subject to certain restrictions, including those described elsewhere in this proxy statement/prospectus, ATII believes such securities have less value. The Sponsor and the Initial Shareholders have agreed to waive their rights to any liquidation distributions with respect to such Founder Shares, ATII Private Shares and ATII Private Warrants in the event the Business Combination (or any other initial business combination) is not consummated during the Completion Window. Accordingly, if ATII does not consummate the Business Combination (or any other initial business combination) during the Completion Window, each would become worthless and the Sponsor and the Initial Shareholders will lose their entire investment with respect to such Founder Shares, ATII Private Shares and ATII Private Warrants.

● If ATII consummates the Business Combination during the Completion Window, the Sponsor will, following the Domestication Merger Effective Time, become the beneficial owner of 3,280,000 shares of Pubco Common Stock (assuming Sponsor transfers 3,000,000 shares of Pubco Common Stock issued in exchange for 3,000,000 Founder Shares in the Domestication Merger to the Initial PIPE Investor to secure the financing transaction in connection with the Business Combination pursuant to the Purchaser Support Agreement and retains 300,000 shares of Pubco Common Stock issued in exchange for 300,000 Founder Shares in the Domestication Merger) with an aggregate market value of approximately $           , based on the closing price of ATII Public Shares of $                as of               , 2026, and 265,000 Pubco SPAC Warrants issued in exchange for 265,000 ATII Warrants with an aggregate market value of approximately $      , based on the closing price of ATII Public Warrants of $              as of                , 2026, in each case, as reported on Nasdaq.

● The continued indemnification of the ATII Directors and current officers of ATII and the continuation of directors’ and officers’ liability insurance after the Business Combination is consummated.

● The fact that the Sponsor, ATII Directors and officers of ATII will be reimbursed for out-of-pocket expenses incurred in connection with activities performed on our behalf, such as identifying potential target businesses and performing due

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diligence on suitable target businesses for purposes of completing an initial business combination during the Completion Window.

● The fact that, as a result of the purchase price paid for the Founder Shares, if the Business Combination is completed during the Completion Window, the Sponsor and the Initial Shareholders are likely to be able to make a substantial profit on their investment in ATII even at a time when the shares of Pubco Common Stock have lost significant value. On the other hand, if the Business Combination is not completed and ATII liquidated without completing another initial business combination, the Sponsor and the Initial Shareholders would lose their entire investment in ATII.

● The fact that the Sponsor holds 265,000 ATII Private Warrants, initially purchased for $5,300,000 in the aggregate in a private placement that occurred simultaneously with the closing of the IPO, which will then automatically convert at the Domestication Merger Effective Time into Pubco SPAC Warrants to purchase an equal number of shares of Pubco Common Stock. ATII estimates that, at the Closing, if unrestricted and freely tradeable, such shares would be valued at approximately $                , based on the $                   closing price of ATII Public Warrants on                      , 2026. However, given that such shares of Pubco Common Stock will be subject to certain restrictions, including those described elsewhere in this proxy statement/prospectus, ATII believes such shares have less value.

● The fact that the Sponsor and the Initial Shareholders have each waived their right to redeem any ATII Ordinary Shares held by them in connection with the vote of the holders of ATII Ordinary Shares to approve the Business Combination.

● The fact that, if ATII were to liquidate rather than complete the Business Combination, the Sponsor and the Initial Shareholders will lose their entire investment in ATII, which totals approximately $5,325,000 as of the date of this proxy statement/prospectus, comprising the $25,000 purchase price for the Founder Shares and the $5,300,000 purchase price for the ATII Private Units purchased by Sponsor in a private placement concurrently with the IPO, consisting of 530,000 ATII Private Shares and 265,000 ATII Private Warrants, because the Sponsor and the Initial Shareholders have waived their redemption rights with respect to such shares. The potential loss of this investment may have incentivized the Sponsor and the Initial Shareholders and their affiliates to pursue the Business Combination on unfavorable terms in order to avoid a liquidation.

● The fact that, if the Trust Account is liquidated, including in the event ATII is unable to complete the Business Combination during the Completion Window, the Sponsor has agreed that it will be liable to ATII if and to the extent any claims by a third party for services rendered or products sold to ATII, or a prospective target business with which ATII has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per ATII Public Share and (ii) the actual amount per ATII Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per ATII Public Share due to reductions in the value of the trust assets, less taxes payable (but without deduction for any excise or similar tax that may be due or payable) and up to $100,000 of interest to pay dissolution expenses; provided that such obligation will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (whether or not such waiver is enforceable), any claims by ATII’s independent registered public accounting firm, or any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

● The fact that, pursuant to the A&R Registration Rights Agreement, the Sponsor and the Initial Shareholders will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Pubco Common Stock following the consummation of the Business Combination. ATII estimates that the Sponsor and the Initial Shareholders will hold an aggregate of 3,590,000 shares of Pubco Common Stock subject to registration rights.

● Upon the consummation of the Business Combination, we will repay any Working Capital Loans which may be made by the Sponsor or an affiliate of the Sponsor or certain of ATII’s directors and officers to finance transaction costs in connection with an intended initial business combination; up to $1,500,000 of such loans may be convertible into private units at a price of $10.00 per unit at the option of the lender.

In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under the Companies Act. We believe, however, that there were no such corporate opportunities presented to our directors and officers

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which were not presented to ATII, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar obligations to other entities did not impact our search for a business combination target. For more information, see “Information About ATII — Conflicts of Interest.”

These interests may influence the ATII Directors in making their recommendation that you vote in favor of the Business Combination Proposal and each of the other proposals presented to the holders of ATII Ordinary Shares in the accompanying proxy statement/prospectus. These interests were considered by the ATII Board when it approved the Business Combination and resolved to recommend that the holders of ATII Ordinary Shares vote in favor of such proposals.

For more information, please see the section titled “Directors, Officers, Executive Compensation And Corporate Governance Of ATII Prior To The Business Combination — Conflicts Of Interest” on page 253.

Q.How has the announcement of the Proposed Transaction affected the trading price of the ATII Public Shares?

A. On April 20, 2026, the last trading date prior to the public announcement of the Proposed Transaction, ATII Public Units, ATII Public Shares and ATII Public Warrants closed at $10.53, $10.46 and $0.60, respectively. As of      , 2026, the last trading day immediately prior to the filing date of this proxy statement/prospectus, the closing price for each of the ATII Public Units, ATII Public Shares and ATII Public Warrants was $            , $                 and $             , respectively.

Q. Why is ATII proposing the Domestication Merger?

A. The ATII Board believes that there are significant advantages to Pubco that will arise as a result of a change of ATII’s domicile from the Cayman Islands to the State of Delaware upon completion of the Domestication Merger. Further, the ATII Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits the holders of ATII Ordinary Shares, who are the owners of the corporation. The ATII Board believes that there are several reasons why a reincorporation in the State of Delaware is in the best interests of ATII and the holders of ATII Ordinary Shares, including (a) the prominence, predictability and flexibility of the DGCL, (b) Delaware’s well-established principles of corporate governance and (c) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in “Proposal No. 2 — The Domestication Merger Proposal — Reasons for the Domestication.”

The approval of the Domestication Merger Proposal is a condition to the Closing under the Merger Agreement. The approval of the Domestication Merger Proposal requires approval by Special Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a majority of not less than two-thirds of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming the presence of a quorum) for which notice specifying the intention to propose the relevant resolution as a Special Resolution has been duly given. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter.

Q.What amendments will be made to the Current Charter?

A. The consummation of the Proposed Transaction is conditioned, among other things, on the approval of the Domestication Merger Proposal. Accordingly, in addition to voting on the Proposed Transaction, holders of ATII Ordinary Shares are also being asked to consider and vote upon a proposal to approve and adopt, by Special Resolution of the holders of ATII Ordinary Shares, the Domestication Merger and replace the Current Charter with the Proposed Charter and the Proposed Bylaws, in each case, under the DGCL and the Companies Act, which differ materially from the Current Charter. These differences are discussed in greater detail in “Proposal No. 2 — The Domestication Merger Proposal” of this proxy statement/prospectus.

Q.How will the Domestication Merger affect my ATII Public Shares, ATII Public Warrants and ATII Public Units?

A. In connection with the Domestication Merger, at the Domestication Merger Effective Time, (i) each then issued and outstanding ATII Public Unit shall separate and convert automatically into one ATII Public Share and one-half of one ATII Public Warrant, (ii) immediately following the unit separation, each then issued and outstanding ATII Public Share will be cancelled in exchange for the right to receive one share of Pubco Common Stock; and (iii) each then issued and outstanding ATII Public Warrant that is outstanding and unexercised will convert automatically into one Pubco SPAC Warrant and subject to the same terms and conditions as the ATII Warrant Agreement.

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Q. Will holders of ATII Public Shares or ATII Public Warrants be subject to U.S. federal income tax on the Pubco Common Stock or Pubco Warrants received in the Domestication Merger?

A. As discussed more fully under “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the Domestication Merger as a Reorganization to Holders of ATII Securities,” the parties intend for the Domestication Merger to qualify as a “reorganization” within the meaning of Section 368 of the Code. However, the provisions of the Code that govern reorganizations are complex, and due to the absence of direct guidance on the application of Section 368 to a domestication of a corporation holding only investment-type assets such as ATII, the qualification of the Domestication Merger as a “reorganization” within the meaning of Section 368 of the Code is not entirely clear. If the Domestication Merger so qualifies, then a U.S. holder (as defined in Material U.S. Federal Income Tax Considerations) generally will be subject to Section 367(b) of the Code and, as a result:

● a U.S. holder whose ATII Public Shares have a fair market value of less than $50,000 on the date of the Domestication Merger and who on the date of the Domestication Merger owns (directly, indirectly, and constructively) less than 10% of the total combined voting power of all classes of ATII Ordinary Shares entitled to vote and less than 10% of the total value of all classes of ATII Ordinary Shares will generally not recognize any gain or loss and will generally not be required to include in income any part of ATII’s earnings and profits pursuant to the Domestication Merger;

● a U.S. holder whose ATII Public Shares have a fair market value of $50,000 or more on the date of the Domestication Merger, but who on the date of the Domestication Merger owns (directly, indirectly, and constructively) less than 10% of the total combined voting power of all classes of ATII Ordinary Shares entitled to vote and less than 10% of the total value of all classes of ATII Ordinary Shares will generally recognize gain (but not loss) on the exchange of ATII Public Shares for Pubco Common Stock pursuant to the Domestication Merger. As an alternative to recognizing gain, such U.S. holders may file an election to include in income as a dividend the “all earnings and profits amount,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their ATII Public Shares, provided certain other requirements are satisfied; and

● a U.S. holder who on the date of the Domestication Merger owns (directly, indirectly, and constructively) 10% or more of the total combined voting power of all classes of ATII Ordinary Shares entitled to vote or 10% or more of the total value of all classes of ATII Ordinary Shares will generally be required to include in income as a dividend the “all earnings and profits amount,” ​(as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its ATII Public Shares, provided certain other requirements are satisfied. Any U.S. holder that is a corporation may, under certain circumstances, effectively be exempt from taxation due to a deduction in an amount equal to a portion or all of the deemed dividend pursuant to Section 245A of the Code.

Furthermore, even if the Domestication Merger qualifies as a “reorganization” within the meaning of Section 368 of the Code, a U.S. holder of ATII securities may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its ATII securities for Pubco securities pursuant to the Domestication Merger under the PFIC rules of the Code equal to the excess, if any, of the fair market value of Pubco securities received in the Domestication Merger and the U.S. holder’s adjusted tax basis in the corresponding ATII securities surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply, absent certain elections. For a more complete discussion of the potential application of the PFIC rules to U.S. holders as a result of the Domestication Merger, see the discussion in the section titled “Material U.S. Federal Income Tax Considerations — U.S. Holders — U.S. Federal Income Tax Consequences of the Domestication Merger to U.S. Holders of ATII Securities — PFIC Considerations.”

If the Domestication Merger does not qualify as a reorganization, then a U.S. holder that exchanges its ATII securities for Pubco securities generally will recognize gain or loss equal to the difference between (1) the sum of the fair market value of the Pubco Common Stock and Pubco Warrants received and (2) the U.S. holder’s adjusted tax basis in the ATII Public Shares and ATII Public Warrants exchanged.

Additionally, the Domestication Merger may cause non-U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. holder’s shares of ATII Public Shares after the Domestication Merger.

For a more detailed discussion of certain U.S. federal income tax consequences of the Domestication Merger, see “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the Domestication Merger as a Reorganization” in

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this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Domestication Merger.

Q. Do I have Redemption Rights?

A. If you are a holder of ATII Public Shares, you have the right to redeem such shares in exchange for a pro rata portion of the aggregate amount on deposit in the Trust Account, which holds the net proceeds of the IPO, as of two (2) business days prior to the consummation of the Business Combination (including interest earned on the funds held in the Trust Account and not previously released to ATII to pay taxes, if any) upon the closing of the Proposed Transaction. ATII Public Shareholders may elect to redeem all or a portion of the ATII Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold ATII Public Shares on the Record Date. If you wish to exercise your Redemption Rights, please see the answer to the next question: “How do I exercise my Redemption Rights?”

As a result, the Business Combination Proposal can be approved by the holders of ATII Public Shares who will redeem their ATII Public Shares and will no longer be holders of ATII Public Shares and the Business Combination may be consummated even though the funds available from the Trust Account and the number of ATII Public Shareholders are substantially reduced as a result of redemptions by ATII Public Shareholders. With fewer ATII Public Shares and ATII Public Shareholders, the trading market for ATII Public Shares may be less liquid than the market for ATII Public Shares prior to the Business Combination and ATII may not be able to meet the listing standards of a national securities exchange, including Nasdaq. In addition, with fewer funds available from the Trust Account as a result of redemptions by ATII Public Shareholders, the capital infusion from the Trust Account into Pubco’s or Forge Nano’s business will be reduced and the amount of working capital available to Pubco or Forge Nano following the Business Combination may be reduced. Your decision to exercise your Redemption Rights with respect to ATII Public Shares will have no effect on the ATII Public Warrants you may also hold. Whether you intend to hold or redeem your ATII Public Shares, the ATII Board recommends that you vote to approve the Business Combination Proposal and the other proposals included in this proxy statement/prospectus.

Notwithstanding the foregoing, any ATII Public Shareholder, together with any affiliate of such ATII Public Shareholder or any other person with whom such ATII Public Shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its ATII Public Shares with respect to more than an aggregate of 15% of the ATII Public Shares then issued and outstanding without ATII’s prior consent. Accordingly, if any ATII Public Shareholder, alone or acting in concert or as a “group”, seeks to redeem more than an aggregate of 15% of the ATII Public Shares then issued and outstanding, then any such shares in excess of that 15% limit would not be redeemed without ATII’s prior consent.

As part of the Insider Letter entered into at the time of the IPO, the Insiders agreed to waive their Redemption Rights in connection with an initial business combination, including the Business Combination, during the Completion Window with respect to all of their Founder Shares and ATII Private Shares purchased in a private placement concurrently with the IPO. The Insiders did not receive any separate consideration paid in connection with providing such waiver.

BTIG has also agreed to waive its Redemption Rights with respect to any ATII Private Shares purchased in a private placement concurrently with the IPO held by them.

Holders of ATII Warrants do not have redemption rights in connection with the Business Combination with respect to their ATII Warrants.

Holders of ATII Public Shares who also hold ATII Public Warrants may elect to redeem their ATII Public Shares, and still retain their ATII Public Warrants. The aggregate value of the 11,500,000 ATII Public Warrants based on the closing price of $              per ATII Public Warrant on                  , 2026 was approximately $                 . ATII Public Shareholders who redeem their ATII Public Shares may continue to hold any ATII Public Warrants that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such ATII Public Warrants, if despite such redemptions, the Business Combination was consummated. We cannot predict the ultimate value of the ATII Public Warrants following consummation of the Business Combination.

As indicated elsewhere in this proxy statement/prospectus, the outstanding ATII Warrants represent potential additional dilution to holders of ATII Ordinary Shares. See “Summary of the Proxy Statement/Prospectus — Ownership of Pubco After the Closing.” The Pubco SPAC Warrants will become exercisable beginning 30 days after the Closing pursuant to the terms of the ATII Warrant Agreement. For a discussion of the risks relating to warrant dilution, see “Risk Factors — Following the consummation of

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the Business Combination, the Pubco SPAC Warrants will be exercisable for shares of Pubco Common Stock, which would increase the number of shares of Pubco Common Stock eligible for future resale in the public market and result in dilution to existing holders of ATII Ordinary Shares. Such dilution will increase if more ATII Public Shares are redeemed in connection with the Business Combination.”

Q. How do I exercise my Redemption Rights?

A. If you are an ATII Public Shareholder and wish to exercise your Redemption Right to redeem your ATII Public Shares, you must:

(a) (i) hold ATII Public Shares or (ii) hold ATII Public Shares through ATII Public Units and elect to separate your ATII Public Units into the underlying ATII Ordinary Shares and ATII Public Warrants prior to exercising your Redemption Rights with respect to the ATII Public Shares;

(b) submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the ATII Public Shares for which redemption is requested, and whether such request is for ATII to redeem all or a portion of your ATII Public Shares in exchange for cash; and

(c) tender or deliver your ATII Public Share certificates (if any) along with the redemption forms to the Transfer Agent, physically or electronically through DTC.

ATII Public Shareholders must complete the procedures for electing to redeem their ATII Public Shares in the manner described above prior to            Eastern Time on              , 2026 (up to two (2) business days prior to the initially scheduled extraordinary general meeting to vote on the Business Combination Proposal) in order for their ATII Public Shares to be redeemed in connection with the Business Combination. Accordingly, you have until two (2) business days prior to the initial vote on the Business Combination Proposal at the extraordinary general meeting to tender your ATII Public Shares if you wish to exercise your Redemption Right. Given the relatively short period in which to exercise Redemption Rights, it is advisable for you to use electronic delivery of your ATII Public Shares.

The address of the Transfer Agent is listed under the question “Who can help answer my questions?” beginning on page 37 of this proxy statement/prospectus.

Holders of ATII Public Units must elect to separate ATII Public Units held by them into the underlying ATII Public Shares and ATII Public Warrants prior to exercising their Redemption Rights with respect to the ATII Public Shares. ATII Public Shareholders may elect to redeem ATII Public Shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold ATII Public Shares on the Record Date. If the Proposed Transaction is not consummated during the Completion Window, the ATII Public Shares will be returned to the respective holder, broker or bank.

If you exercise your Redemption Right, your ATII Public Shares will be redeemed for a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $242.0 million, for $10.52 per share, as of March 31, 2026). Such amount, including interest earned on the funds held in the Trust Account and not previously released to ATII to pay taxes, if any, will be paid promptly upon consummation of the Business Combination during the Completion Window. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of the ATII Public Shareholders exercising Redemption Rights, regardless of whether such holders vote for or against the Business Combination Proposal. The distribution per-ATII Public Share from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive if you exercise your Redemption Rights.

Any request for Redemption, once made by an ATII Public Shareholder, may be withdrawn at any time up to two days prior to the vote on the Business Combination Proposal at the extraordinary general meeting. If such ATII Public Shareholder tenders or delivers its ATII Public Share certificates (if any) along with the redemption forms in connection with an election of Redemption and subsequently decide prior to the applicable date, not to redeem its ATII Public Shares, such ATII Public Shareholder may request that the Transfer Agent return the ATII Public Share certificates (physically or electronically). The ATII Public Shareholder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for Redemption will be honored unless the ATII Public Shareholder’s certificates for ATII Public Shares (if any) along with the redemption forms

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have been tendered or delivered (either physically or electronically) to the Transfer Agent, at least two days prior to the initially scheduled vote on the Business Combination Proposal at the extraordinary general meeting.

If an ATII Public Shareholder properly makes a request for Redemption and the certificates for ATII Public Shares (if any) along with the redemption forms are tendered or delivered to the Transfer Agent no later than two business days prior to the initially scheduled vote to approve the Business Combination Proposal at the extraordinary general meeting, then, if the Proposed Transaction is consummated during the Completion Window, ATII will redeem these ATII Public Shares for a pro rata portion of funds then on deposit in the Trust Account. If such ATII Public Shareholders exercises its Redemption Rights, then it will be exchanging its ATII Public Shares for cash.

If the Proposed Transaction is not consummated during the Completion Window, the ATII Public Shares will be returned to the respective holder, broker or bank.

If you are an ATII Public Shareholder and you exercise your Redemption Rights, such exercise will not result in the loss of any ATII Warrants that you may hold, the treatment of which is described elsewhere in this proxy statement/prospectus.

The U.S. federal income tax consequences of exercising your Redemption Rights depends on your particular facts and circumstances. For a discussion of certain material U.S. federal income tax considerations for ATII Public Shareholders with respect to the exercise of these Redemption Rights, see the section titled “Material U.S. Federal Income Tax Considerations.”

Q. How do the ATII Public Warrants differ from the ATII Private Warrants and what are the related risks for any ATII Public Warrant holders post-Business Combination?

A. The ATII Public Warrants are identical to the ATII Private Warrants in their respective material terms and provisions, except that the ATII Private Warrants (including underlying securities) are entitled to registration rights.

Following the consummation of the Business Combination (or any other initial business combination) during the Completion Window, Pubco has the ability to redeem the outstanding ATII Public Warrants in exchange for cash at any time after they become exercisable and prior to their expiration, in whole and not in part, at a price of $0.01 per warrant, upon a minimum of thirty days’ prior written notice of redemption to each holder of ATII Public Warrants, if, among other things, the closing price of Pubco Common Stock is equal to or exceeds $18.00 per share (as adjusted for sub share sub divisions, share capitalizations, reorganizations, recapitalization and the like) for any twenty trading days within a thirty-trading day period ending three business days prior to the date on which Pubco sends the notice of redemption to holders of ATII Public Warrants. The value received upon redemption of the ATII Public Warrants by Pubco (i) may be less than the value the holders of ATII Public Warrants would have received if they had exercised their ATII Public Warrants at a later time when the underlying market price of shares of Pubco Common Stock is higher and (ii) may not compensate the holders for the value of the ATII Public Warrants.

In the event that Pubco determines to redeem the ATII Public Warrants pursuant to Section 6.1 of the ATII Warrant Agreement, Pubco will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by Pubco not less than thirty days prior to the redemption date to the registered holders of the ATII Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner herein provided will be conclusively presumed to have been duly given whether or not the registered holder of such ATII Public Warrants received such notice.

Q. If I am a holder of ATII Public Units, can I exercise Redemption Rights with respect to my ATII Public Units?

A. No. Holders of issued and outstanding ATII Public Units must first elect to separate the ATII Public Units into the underlying ATII Public Shares and ATII Public Warrants prior to exercising Redemption Rights with respect to the ATII Public Shares. If you hold your ATII Public Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the ATII Public Units into the underlying ATII Public Shares and ATII Public Warrants, or if you hold ATII Public Units registered in your own name, you must contact the Transfer Agent, directly and instruct them to do so. You are requested to cause your ATII Public Units to be separated and your ATII Public Shares to be tendered or delivered to the Transfer Agent, along with the redemption forms, by          Eastern Time on                , 2026 (two (2) business days prior to the initially scheduled date vote on the Business Combination Proposal) in order to exercise your Redemption Rights with respect to your ATII Public Shares.

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Q. What are the U.S. federal income tax consequences of exercising my Redemption Rights?

A. The U.S. federal income tax consequences of exercising your Redemption Rights depends on your particular facts and circumstances. For a discussion of certain material U.S. federal income tax considerations for ATII Public Shareholders with respect to the exercise of these Redemption Rights, see the section titled “Material U.S. Federal Income Tax Considerations.” All holders of ATII Public Shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q. What happens to the funds deposited in the Trust Account after consummation of the Proposed Transaction?

A. Following the closing of the IPO (including exercise of the over-allotment option by the underwriters of the IPO), an amount equal to $231,150,000 of the net proceeds from the IPO and the sale of the ATII Private Units was placed in the Trust Account. As of the Record Date, funds in the Trust Account totaled $                 and were held in an interest-bearing bank deposit account. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of an initial business combination (including the Business Combination) during the Completion Window, (2) the redemption of any ATII Public Shares properly tendered in connection with a vote of the holders of ATII Ordinary Shares to amend the Current Charter (A) to modify the substance or timing of ATII’s obligation to redeem 100% of the ATII Public Shares if it does not complete an initial business combination during the Completion Window, or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (3) the Redemption of all of the ATII Public Shares if ATII is unable to complete an initial business combination during the Completion Window, subject to applicable law.

Upon consummation of the Proposed Transaction (or any other initial business combination) during the Completion Window, the funds deposited in the Trust Account will be released to pay ATII Public Shareholders who properly exercise their Redemption Rights, to pay transaction fees and expenses associated with the Proposed Transaction, and for working capital and general corporate purposes of Pubco and Forge Nano following the Proposed Transaction.

Q. What underwriting fees are payable in connection with the Business Combination?

A. Pursuant to that certain Underwriting Agreement, dated February 10, 2025, by and between ATII and BTIG, as representative of the underwriters in its IPO, the underwriters are entitled to a deferred fee of $0.35 per unit sold in the IPO, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that ATII completes an initial business combination during the Completion Window, subject to the terms of the underwriting agreement.

The table below presents the Trust Account value per share to an ATII Public Shareholder that elects not to redeem its ATII Public Shares across a range of varying redemption scenarios (in thousands except share or per share data).

	As of
	March 31,
	2026
Trust Account Value	$	242,003
Total Public Shares		23,000,000
Trust Account Value per Public Share	$	10.52

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	No		25%		50%		75%		Maximum
	Redemption(1)		Redemptions(2)		Redemptions(3)		Redemptions(4)		Redemptions(5)
Redemptions ($)	$	—	$	60,501	$	121,002	$	181,502	$	242,003
Redemptions (Shares)		—		5,750,000		11,500,000		17,250,000		23,000,000
Deferred underwriting fee	$	8,050	$	7,475	$	6,900	$	6,325	$	5,750
Cash left in the Trust Account post redemptions less deferred underwriting fee	$	233,953	$	174,027	$	114,102	$	54,176	$	(5,750)
ATII Public Shares post redemptions		23,000,000		17,250,000		11,500,000		5,750,000		—
Remaining Trust Proceeds Per Public Share	$	10.17	$	10.09	$	9.92	$	9.42		N/A

(1) Assumes that no ATII Public Shareholders exercise redemption rights with respect to their ATII Public Shares for a pro rata share of the funds in the Trust Account.

(2) Assumes that 25% of maximum redeemable ATII Public Shares, or 5,750,000 ATII Public Shares, will be redeemed by ATII Public Shareholders prior to the Domestication Merger Effective Time for an aggregate payment of approximately $60.5 million from the funds in the Trust Account based on the Assumed Redemption Price.

(3) Assumes that 50% of maximum redeemable ATII Public Shares, or 11,500,000 ATII Public Shares, will be redeemed by ATII Public Shareholders prior to the Domestication Merger Effective Time for an aggregate payment of approximately $121.0 million based on the Assumed Redemption Price.

(4) Assumes that 75% of maximum redeemable ATII Public Shares, or 17,250,000 ATII Public Shares, will be redeemed by ATII Public Shareholders prior to the Domestication Merger Effective Time for an aggregate payment of approximately $181.5 million based on the Assumed Redemption Price.

(5) Assumes that 100% of maximum redeemable ATII Public Shares, or 23,000,000 ATII Public Shares, will be redeemed by ATII Public Shareholders prior to the Domestication Merger Effective Time for an aggregate payment of approximately $242.0 million based on the Assumed Redemption Price.

For information on the relative ownership levels of holders of Pubco Securities following the Business Combination under varying redemption scenarios and the fully diluted relative ownership levels of holders of Pubco Securities following the Business Combination under varying redemption scenarios, see the question entitled “What will the relative equity stakes of the holders of ATII Ordinary Shares, the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities and the PIPE Investors be immediately after the consummation of the Business Combination?”

Q. Did the ATII Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Proposed Transaction?

A. No.

Q. What happens if a substantial number of the ATII Public Shareholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?

A. Our ATII Public Shareholders are not required to vote in respect of the Proposed Transaction in order to exercise their Redemption Rights. Accordingly, the Proposed Transaction may be consummated even though the funds available from the Trust Account and the number of ATII Public Shareholders are reduced as a result of Redemptions by ATII Public Shareholders, which can reduce the funds available to Pubco or Forge Nano following consummation of the Proposed Transaction to pay transaction fees and expenses associated with the Proposed Transaction, and for working capital and general corporate purposes of Pubco and Forge Nano following the Proposed Transaction.

Q. When is the Proposed Transaction expected to be completed?

A. It is currently expected that the Proposed Transaction will be consummated in the third calendar quarter of 2026. However, neither ATII nor Forge Nano can assure you of when or if the Business Combination (or any other initial business combination) will be completed during the Completion Window, and it is possible that factors outside of the control of ATII or Forge Nano

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could result in the Business Combination being completed at a different time or not at all. ATII must first obtain the requisite approval of holders of ATII Ordinary Shares for each of the proposals set forth in this proxy statement/prospectus (other than the Advisory Organizational Documents Proposals and the Adjournment Proposal) and certain other Closing conditions set forth in the Merger Agreement must be fulfilled. For a description of the conditions for the completion of the Proposed Transaction, see “Proposal No. 1 — The Business Combination Proposal — Merger Agreement.”

Q. What is the PIPE Investment?

A. In connection with the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered the PIPE Subscription Agreement with the Initial PIPE Investor, pursuant to which Pubco has agreed to, substantially concurrently with, and contingent upon, the consummation of the Business Combination, sell to the Initial PIPE Investor an aggregate of 10,000,000 shares of Pubco Common Stock at a subscription price of $10.00 per share, together with PIPE Warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock, each with an exercise price of $10.00 per share (subject to adjustments as described below), for an aggregate purchase price of $100,000,000. Pursuant to the Purchaser Support Agreement, the Sponsor has agreed to transfer to the Initial PIPE Investor at the Closing an aggregate of 3,000,000 shares of Pubco Common Stock issued in exchange for 3,000,000 Founder Share in the Domestication Merger. In the event that on the 21st trading day following the six-month anniversary of the Closing, the VWAP (as defined in the PIPE Warrant Certificate) of Pubco Common Stock is less than the Exercise Price (as defined in the PIPE Warrant Certificate), Pubco will issue to the Initial PIPE Investor the Reset PIPE Warrants entitling the Initial PIPE Investor to purchase up to 10,000,000 shares of Pubco Common Stock, in an amount equal to (i) the product of (x) 5,000,000 multiplied by (y) the Exercise Price then in effect divided by the PIPE Reset Price minus (ii) 5,000,000. In addition, if, on the 24-month anniversary of the Closing Date, the Initial PIPE Investor certifies in writing that the Initial PIPE Investor beneficially owns 5,000,000 shares of Pubco Common Stock, Pubco will issue to the Initial PIPE Investor the Additional PIPE Warrants entitling the Initial PIPE Investor to purchase 5,000,000 shares of Pubco Common Stock. The PIPE Warrants and the Additional PIPE Warrants have an initial exercise price of $10.00 per share, subject to a one-time downward reset based on the trading price of Pubco Common Stock following the Closing, with a floor of $7.28 per share if, as of the Closing, Pubco or any of its subsidiaries has entered into a binding commitment for at least $200,000,000 of debt financing that has been publicly disclosed, and $5.00 per share otherwise. The Reset PIPE Warrants, if issued, would have an exercise price equal to the reduced exercise price resulting from such reset (which would not be less than the applicable floor price).

The PIPE Closing is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the PIPE Subscription Agreement (subject to certain bring-down standards). For more information about the PIPE Financing, see the section titled “Proposal No. 1 — The Business Combination Proposal — Other Agreements — PIPE Financing.”

Additionally, subsequent to the execution of the Merger Agreement, ATII, Pubco and Forge Nano have entered into subscription agreements (the “Additional PIPE Subscription Agreements”) with certain other accredited investors (collectively, the “Additional PIPE Investors” and together with the Initial PIPE Investor, the “PIPE Investors”), pursuant to which and subject to the terms and conditions thereof, Pubco will, substantially concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 2,300,000 shares of Pubco Common Stock (the “Additional PIPE Subscribed Shares”) to the Additional PIPE Investors at a subscription price of $10.00 per share, for an aggregate purchase price of $23,000,000 (the “Additional PIPE Financing”).

The Additional PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of Pubco, ATII, Forge Nano and the Additional PIPE Investors and are subject to customary closing conditions and termination rights. The closing of the Additional PIPE Financing (the “Additional PIPE Closing”) is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the Additional PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the Additional PIPE Subscription Agreements (subject to certain bring-down standards). For more information about the Additional PIPE Financing, see the section titled “Proposal No. 1 — The Business Combination Proposal — Other Agreements — PIPE Financing.”

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Q. Who will be the directors and officers of Pubco if the Business Combination is consummated?

A. Upon consummation of the Business Combination, Pubco’s governing documents will provide that the Pubco Board will be divided among three classes, as follows:

Class I directors will initially be Jimmy Smith and Ben Landen, and their term will expire at the first annual meeting of stockholders following the Closing.

Class II directors will initially be David Goggins and Kamal Bherwani, and their term will expire at the second annual meeting of stockholders following the Closing.

Class III directors will initially be Michael Danner, Paul Lichty and Millicent Pitts-DiCicco, and their term will expire at the third annual meeting of stockholders following the Closing.

Upon consummation of the Business Combination, the following individuals will serve as executive officers of Pubco:

● Paul Lichty (Chief Executive Officer);

● Michael Kleinberg (Chief Financial Officer);

● Curtis Zimmermann (Chief Legal Counsel); and

● Shane Smith (President, Forge Battery, Inc.).

Q. What happens if the Proposed Transaction is not consummated?

A. If ATII does not complete the Business Combination for whatever reason, ATII would search for another target business with which to complete its initial business combination during the Completion Window. If ATII does not complete an initial business combination during the Completion Window, ATII will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the ATII Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then issued and outstanding ATII Public Shares, which redemption will completely extinguish ATII Public Shareholders’ rights as holders of ATII Ordinary Shares (including the right to receive further liquidating distributions, if any), subject to our obligations under the Companies Act to provide for claims of creditors and subject to the other requirements of applicable law and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ATII Ordinary Shares and the ATII Board, liquidate and dissolve, subject in each case to our obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law.

Q. What interests do the Sponsor, the current ATII Directors and ATII’s current officers have in the Business Combination?

A. The Sponsor, the ATII Directors and ATII’s officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of the unaffiliated ATII Public Shareholders. Further, ATII’s officers and directors have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, which are set forth in more detail in the section titled “Information Related to ATII — Conflicts of Interest.” We believe there were no such opportunities that were not presented as a result of the existing fiduciary or contractual obligations of our officers and directors to other entities. The ATII Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and the Merger Agreement and in recommending to the holders of ATII Ordinary Shares that they vote in favor of the proposals to be presented at the extraordinary general meeting, including the Business Combination Proposal. You should take these interests into account in deciding whether to approve the proposals presented at the extraordinary general meeting, including Business Combination Proposal. See “Proposal No. 1 — The Business Combination Proposal — Certain Interests of ATII’s Directors and Officers and Others in the Business Combination.”

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Q. Following the Proposed Transaction, will the Pubco Securities trade on a stock exchange?

A. Yes. Pubco intends to apply to list the (i) shares of Pubco Common Stock and (ii) Pubco SPAC Warrants that were issued in exchange for ATII Public Warrants on Nasdaq under the proposed symbols “NANO” and “NANOW”, respectively, upon the Closing.

Pursuant to the terms of the Merger Agreement, as a condition to Closing, Pubco is required to cause the shares of Pubco Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless each of the parties to the Merger Agreement agree to waive the listing condition. It is important for you to know that, at the time of the extraordinary general meeting, ATII may not have received from Nasdaq either confirmation of the listing of the Pubco Common Stock. As a result, you may be asked to vote to approve the Business Combination Proposal and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated during the Completion Window if such condition is waived and in such an event the Pubco Common Stock would not be listed on any nationally recognized securities exchange.

Q. How does the Sponsor and the Insiders intend to vote on the proposals?

A. The Sponsor, the Insiders and BTIG have agreed to vote in favor of all of the proposals being presented at the extraordinary general meeting. No consideration has been or will be paid by ATII or Forge Nano to the Sponsor in connection with such agreements. The Sponsor, the Insiders and BTIG collectively own approximately 22.27% of the issued and outstanding ATII Ordinary Shares.

The existence of financial and personal interests of one or more of ATII’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of ATII and the holders of ATII Ordinary Shares and what he, she or they may believe is best for himself, herself or themselves. In addition, the Sponsor and ATII’s officers have interests in the Business Combination that may conflict with your interests as a holder of ATII Ordinary Shares generally. See “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, ATII’s Directors and Officers in the Business Combination.”

Q. Do I have appraisal rights if I object to the proposed Business Combination?

A. No. There are no appraisal rights available to holders of ATII Ordinary Shares in connection with the Business Combination.

Q. What do I need to do now?

A. ATII urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Proposed Transaction will affect you as a holder of ATII Ordinary Shares or ATII Warrants. Holders of ATII Ordinary Shares should then vote as soon as possible in accordance with the instructions provided in this proxy statement/​prospectus and on the enclosed proxy card.

Q. How do I vote?

A. If you are a holder of record of ATII Ordinary Shares on the Record Date for the extraordinary general meeting, you may vote in person at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your ATII Ordinary Shares in “street name,” which means your ATII Ordinary Shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the ATII Ordinary Shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your ATII Ordinary Shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

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Q. If my ATII Ordinary Shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A. No. If your ATII Ordinary Shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the ATII Ordinary Shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your ATII Ordinary Shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the holders of ATII Ordinary Shares will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your ATII Ordinary Shares and you should instruct your broker to vote your ATII Ordinary Shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your ATII Ordinary Shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law and the Current Charter.

Q. When and where will the extraordinary general meeting be held?

A. The extraordinary general meeting will be held virtually at          Eastern Time on             , 2026. The extraordinary general meeting will be a virtual meeting conducted via live webcast at             . For the purposes of the Companies Act and the Current Charter, the physical location of the extraordinary general meeting will be at the offices of ATII at                .

Q. Who is entitled to vote at the extraordinary general meeting?

A. ATII has fixed           , 2026 as the Record Date for the extraordinary general meeting. If you were a holder of record of ATII Ordinary Shares at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a holder of ATII Ordinary Shares may only vote his, her or their ATII Ordinary Shares if he, she or they is present in person or is represented by proxy at the extraordinary general meeting.

Q. How many votes do I have?

A. Each holder of ATII Ordinary Shares is entitled to one vote per ATII Ordinary Share held of record as of the Record Date for the extraordinary general meeting by such holder. As of the close of business on the Record Date for the extraordinary general meeting, there were 29,590,000 ATII Ordinary Shares issued and outstanding, of which 23,000,000 were ATII Public Shares held by persons other than the Sponsor, the Insiders and BTIG.

Q. What constitutes a quorum?

A. A quorum of holders of ATII Ordinary Shares is necessary to hold a valid extraordinary general meeting. A quorum will be present at the extraordinary general meeting if the holders of at least a majority of the 29,590,000 issued and outstanding ATII Ordinary Shares entitled to vote at the extraordinary general meeting as of the Record Date are represented in person or by proxy.

As such, the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least 14,795,001 additional holders of ATII Ordinary Shares, or approximately 50.1% of the 29,590,000 issued and outstanding ATII Ordinary Shares entitled to vote at the extraordinary general meeting as of the Record Date, would be required to achieve a quorum at the extraordinary general meeting.

Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, at the extraordinary general meeting and will attend the extraordinary general meeting, we would need the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares

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as of the Record Date, to establish a quorum to hold the extraordinary general meeting in connection with the Proposed Transaction.

Q. What vote is required to approve each proposal at the extraordinary general meeting?

A. The following votes are required to approve each proposal being presented at the extraordinary general meeting:

Business Combination Proposal — by Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming the presence of a quorum).

Domestication Merger Proposal — by Special Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a majority of at least two-thirds of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming the presence of a quorum) for which notice specifying the intention to propose the relevant resolution as a Special Resolution has been duly given.

Director Election Proposal — by Ordinary Resolution of the holders of ATII Ordinary Shares under Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming the presence of a quorum).

Stock Issuance Proposal — by Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming the presence of a quorum).

Organizational Documents Proposal — by Special Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a majority of at least two-thirds of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming the presence of a quorum) for which notice specifying the intention to propose the relevant resolution as a Special Resolution has been duly given.

Advisory Organizational Documents Proposals — the separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, by Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming the presence of a quorum).

Equity Incentive Plan Proposal — by Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming the presence of a quorum).

Adjournment Proposal — by Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of either (a) a simple majority of the votes cast by holders of ATII Ordinary Shares properly cast for and against the Adjournment Proposal, when a quorum is present, or (b) a majority of the voting power present at the extraordinary general meeting, when a quorum is not present.

The Sponsor, which includes among its members the Insiders, the Initial Shareholders and BTIG have agreed to vote all the Founder Shares and any ATII Public Shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the record date, the Sponsor and BTIG collectively holder approximately 22.27% of the issued and outstanding ATII Ordinary Shares. See the section of this proxy statement/prospectus entitled “Questions and Answers for Holders of ATII Ordinary Shares — How does the Sponsor intend to vote their ATII Ordinary Shares?”

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The Business Combination was not structured to require the approval of at least a majority of the unaffiliated ATII Public Shareholders because such a vote is not required under the Companies Act.

Q. What are the recommendations of the ATII Board?

A. The ATII Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interests of ATII and the holders of ATII Ordinary Shares and unanimously recommends that the holders of ATII Ordinary Shares vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Merger Proposal, “FOR” the approval of the Director Election Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the Equity Incentive Plan Proposal, and “FOR” the approval of the Adjournment Proposal, if presented, to the extraordinary general meeting.

The existence of financial and personal interests of one or more of the ATII Directors may result in a conflict of interest on the part of such ATII Director(s) between what he, she or they may believe is in the best interests of ATII and the holders of ATII Ordinary Shares and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that holders of ATII Ordinary Shares vote for the proposals. In addition, the Sponsor and ATII’s officers have interests in the Proposed Transaction that may conflict with your interests as a holder of ATII Ordinary Shares. See “Proposal No. 1 — The Business Combination Proposal — Certain Interests of ATII’s Directors and Officers and Others in the Business Combination.”

When you consider the recommendation of the ATII Board in favor of the approval of these proposals, you should keep in mind that the Sponsor, which includes among its members the Insiders, and the Sponsor’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of unaffiliated ATII Public Shareholders. See “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and ATII’s Directors and Officers in the Business Combination.”

Q. What happens if I sell my ATII Public Shares before the extraordinary general meeting?

A. The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Proposed Transaction is expected to be completed. If you transfer your ATII Public Shares after the applicable Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting but the transferee, and not you, will have the ability to redeem such ATII Public Shares, so long as such transferee takes the required steps to elect to redeem such ATII Public Shares at least two (2) business days prior to the initially scheduled vote on the Business Combination Proposal.

Q. How can I vote my ATII Ordinary Shares without attending the extraordinary general meeting?

A. If you are a holder of record of our ATII Ordinary Shares as of the close of business on the Record Date, you can vote by proxy electronically over the Internet or by mail by following the instructions provided in the attached or enclosed proxy card, as the case may be, or at the extraordinary general meeting. Please note that if you are a beneficial owner of ATII Ordinary Shares, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q. May I change my vote after I have mailed my signed proxy card?

A. Yes. Any holder of ATII Ordinary Shares may send a later-dated, signed proxy card to ATII’s Chairman at ATII’s address set forth below so that it is received by ATII’s Chairman prior to the vote at the extraordinary general meeting (which is scheduled to take place on         , 2026) or attend the extraordinary general meeting in person and vote. Holders of ATII Ordinary Shares also may revoke their proxy by sending a notice of revocation to ATII’s Chairman, which must be received by ATII’s Chairman prior to the vote at the extraordinary general meeting. However, if your ATII Ordinary Shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

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Q. What happens if I fail to take any action with respect to the extraordinary general meeting?

A. If you fail to take any action with respect to the extraordinary general meeting and the Proposed Transaction is approved by the holders of ATII Ordinary Shares and the Proposed Transaction is consummated during the Completion Window, you will become a holder of shares of Pubco Common Stock and a holder of Pubco SPAC Warrants. If you fail to take any action with respect to the extraordinary general meeting and the Proposed Transaction is not approved or consummated during the Completion Window, you will remain a holder of ATII Ordinary Shares or ATII Warrants. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your ATII Public Shares in connection with the Proposed Transaction, so long as you take the required steps to elect to redeem your ATII Public Shares at least two business days prior to the initially scheduled vote on the Business Combination Proposal at the extraordinary general meeting.

Q. What happens if I vote against the Business Combination Proposal?

A. If you vote against the Business Combination Proposal, but the Business Combination Proposal still obtains the requisite approval of the holders of the ATII Ordinary Shares as described in this proxy statement/prospectus, then the Business Combination Proposal will be approved and, assuming the approval of the Domestication Merger Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Equity Incentive Plan Proposal and the satisfaction or waiver of the other conditions to the Closing set forth in the Merger Agreement, the Business Combination will be consummated in accordance with the terms of the Merger Agreement.

Because the Sponsor, the Insiders and BTIG collectively own approximately 22.27% of the issued and outstanding ATII Ordinary Shares and have agreed to vote all of their ATII Ordinary Shares in favor of the Business Combination Proposal, 8,205,001 additional votes of holders of ATII Ordinary Shares will be required to approve, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Business Combination Proposal.

Q. What should I do with my ATII Public Share certificates or ATII Public Warrant certificates?

A. ATII Public Shareholders who exercise their Redemption Rights must tender or deliver (either physically or electronically) their ATII Public Share certificates (if any) along with the redemption forms to the Transfer Agent, prior to the extraordinary general meeting.

ATII Public Shareholders must complete the procedures for electing to redeem their ATII Public Shares in the manner described above prior to          Eastern Time, on           , 2026 (up to two (2) business days prior to the initially scheduled meeting vote on the Business Combination Proposal) in order for their ATII Public Shares to be redeemed.

Holders of ATII Public Warrants should not submit the certificates relating to their ATII Public Warrants. ATII Public Shareholders who do not elect to have their ATII Public Shares redeemed for the pro rata share of the funds held in the Trust Account should not submit the certificates relating to their ATII Public Shares.

Upon the Domestication Merger Effective Time, holders of ATII Ordinary Shares and ATII Warrants will receive shares of Pubco Common Stock and Pubco SPAC Warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their ATII Units, ATII Ordinary Shares (unless such holder elects to redeem the ATII Public Shares in accordance with the procedures set forth above) or ATII Warrants.

Q. What should I do if I receive more than one set of voting materials?

A. Holders of ATII Ordinary Shares may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your ATII Ordinary Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold ATII Ordinary Shares. If you are a holder of record and your ATII Ordinary Shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ATII Ordinary Shares.

Q. Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A. ATII will pay the cost of soliciting proxies for the extraordinary general meeting. ATII has engaged          to assist in the solicitation of proxies for the extraordinary general meeting. ATII has agreed to pay           a fee of $          . ATII will also

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reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of ATII Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of ATII Ordinary Shares and in obtaining voting instructions from those owners. The ATII Directors and officers of ATII may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q. Where can I find the voting results of the extraordinary general meeting?

A. The preliminary voting results will be expected to be announced at the extraordinary general meeting. ATII will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four (4) business days after the extraordinary general meeting.

Q. Who can help answer my questions?

A. If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:

Tel:            (toll-free)

or           (banks and brokers can call collect)

Email:

You also may obtain additional information about ATII from documents filed with the SEC by following the instructions in “Where You Can Find More Information.” If you are a holder of ATII Public Shares and you intend to seek Redemption, you will need to tender or deliver the certificates for your ATII Public Shares (if any) along with the redemption forms (either physically or electronically) to the Transfer Agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their ATII Public Shares in the manner described above prior to Eastern Time on          , 2026 (two business days prior to the initially scheduled vote on the Business Combination Proposal at the extraordinary general meeting) in order for their ATII Public Shares to be redeemed. If you have questions regarding the certification of your position or tendering or delivery of your share certificates (if any) along with the redemption forms, please contact:

Odyssey Transfer and Trust Company

2155 Woodlane Drive, Suite 100

Woodbury, MN 55125

Attention: SPAC Redemption Team

Email:

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus related to the Business Combination and may not contain all of the information that is important to you. To understand the Business Combination more fully and for a more complete description of the legal terms of the Business Combination, you should carefully read and consider this entire proxy statement/prospectus and the annexes to this proxy statement/prospectus, including the Merger Agreement, as they contain important information about, among other things, the Business Combination and how it affects you. The Merger Agreement is attached as Annex A to this proxy statement/prospectus. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Business Combination.

Parties to the Business Combination (page [•])

ATII

ATII is a blank check company incorporated on June 7, 2024, as a Cayman Islands exempted company to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses during the Completion Window.

The ATII Public Units, ATII Public Shares and ATII Public Warrants are currently traded on Nasdaq under the ticker symbols “ATIIU,” “ATII” and “ATIIW,” respectively.

ATII’s principal executive office is located at 2093 Philadelphia Pike #1968, Claymont, DE 19703. Its telephone number is (725) 312-2430. ATII’s corporate website address is www.archimedesspac2.com. ATII’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

Forge Nano

Forge Nano is a leading technology company pioneering domestic battery and semiconductor innovations. Forge Nano develops and commercializes nanocoating and ALD technologies, a process that provides perfectly conformal, atom-thin coatings on surfaces, wafers and powders for battery cells, semiconductor devices and other advanced hardware applications.

Forge Nano was incorporated in Delaware on July 14, 2017 pursuant to the DGCL. Forge Nano’s principal executive office is located at 12300 Grant St. #100, Thornton, CO 80241 and its telephone number is (720) 259-8579. Forge Nano’s corporate website address is www.forgenano.com. Forge Nano’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

Pubco

Pubco is a wholly-owned subsidiary of ATII formed solely for the purpose of effecting the Domestication Merger and the Business Combination. Pursuant to the Merger Agreement, at least one day prior to the First Effective Time and at the Domestication Merger Effective Time, ATII and Pubco will consummate the Domestication Merger, with Pubco as the surviving corporation, as more fully described elsewhere in this proxy statement/prospectus. Pubco was incorporated in Delaware on December 4, 2025. Pubco owns no material assets and does not operate any business. Pubco’s principal executive office is located at 2093 Philadelphia Pike #1968, Claymont, DE 19703. Its telephone number is (725) 312-2430.

Merger Sub I

Merger Sub I is a wholly-owned subsidiary of ATII formed solely for the purpose of effecting the First Company Merger. Pursuant to the Merger Agreement, at least one day following the Domestication Merger Effective Time and at the First Effective Time, Merger Sub I will merge with and into Forge Nano, with Forge Nano as the Initial Surviving Corporation and a wholly-owned subsidiary of Pubco. Merger Sub I was incorporated in Delaware on December 4, 2025. Merger Sub I owns no material assets and does not operate any business. Merger Sub I’s principal executive office is located at 2093 Philadelphia Pike #1968, Claymont, DE 19703. Its telephone number is (725) 312-2430.

Merger Sub II

Merger Sub II is a wholly-owned subsidiary of ATII formed solely for the purpose of effecting the Second Company Merger. Immediately following the First Effective Time and at the Second Effective Time, the Initial Surviving Corporation will merge with and into Merger Sub II, with Merger Sub II as the surviving entity and a wholly-owned subsidiary of Pubco. Merger Sub II was

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formed in Delaware on December 11, 2025. Merger Sub II owns no material assets and does not operate any business. Merger Sub II’s principal executive office is located at 2093 Philadelphia Pike #1968, Claymont, DE 19703. Its telephone number is (725) 312-2430.

Background of the Business Combination

ATII was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. Following completion of the IPO, at the direction of the ATII Board, ATII’s management and directors commenced an active search for potential business combination targets, capitalizing on the substantial deal sourcing, investing and operating expertise of the Sponsor, ATII’s directors and ATII’s management team to identify and combine with one or more businesses with high growth potential for purposes of consummation of our initial business combination pursuant to the Current Charter. Through the networks of relationships of its management team and the Sponsor and its affiliates, representatives of ATII contacted, and representatives of ATII were contacted by, a number of individuals, financial advisors and other entities who offered to present ideas for business combination opportunities, including several investment banks and advisors.

ATII evaluated over 50 potential target businesses for its initial business combination prior to entering into the Merger Agreement with Forge Nano. Of the over 50 potential target businesses that ATII evaluated for its initial business combination, ATII executed non-disclosure agreements with approximately 20 of them. Of the potential targets for its initial business combination that ATII signed non-disclosure agreement with, ATII entered into letter of intent negotiations with 5 of the targets. ATII’s management ultimately decided to focus its efforts on Forge Nano based on consideration of Forge Nano’s superior differentiated technology, market positioning, investor and client base, growth potential and public readiness.

The terms of the Merger Agreement are the result of extensive negotiations between the representatives of ATII and Forge Nano, each in consultation with its advisors, which occurred between August 8, 2025 and April 20, 2026.

ATII and Forge Nano pursued the PIPE Investment in order to provide additional capital to fund Pubco’s and/or Forge Nano’s operations, research and development, and management after the Business Combination is completed.

Concurrently with the execution of the Merger Agreement, on April 20, 2026, ATII, Pubco and Forge Nano entered into the PIPE Subscription Agreement with the Initial PIPE Investor, pursuant to which Pubco has agreed to, substantially concurrently with, and contingent upon, the consummation of the Business Combination, sell to the Initial PIPE Investor an aggregate of 10,000,000 shares of Pubco Common Stock at a subscription price of $10.00 per share, together with PIPE Warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock, each with an exercise price of $10.00 per share (subject to adjustments as described below), for an aggregate purchase price of $100,000,000. Pursuant to the Purchaser Support Agreement, entered into concurrently with the execution of the Merger Agreement, the Sponsor has agreed to transfer at the Closing of an aggregate of 3,000,000 Founder Shares to the Initial PIPE Investor in connection with the PIPE Financing. In the event that on the 21st trading day following the six-month anniversary of the Closing, the VWAP (as defined in the PIPE Warrant Certificate) of Pubco Common Stock is less than the Exercise Price (as defined in the PIPE Warrant Certificate), Pubco will issue to the Initial PIPE Investor the Reset PIPE Warrants entitling the Initial PIPE Investor to purchase up to 10,000,000 shares of Pubco Common Stock, in an amount equal to (i) the product of (x) 5,000,000 multiplied by (y) the Exercise Price then in effect divided by the PIPE Reset Price minus (ii) 5,000,000. In addition, if, on the 24-month anniversary of the Closing Date, the Initial PIPE Investor certifies in writing that the Initial PIPE Investor beneficially owns 5,000,000 shares of Pubco Common Stock, Pubco will issue to the Initial PIPE Investor the Additional PIPE Warrants entitling the Initial PIPE Investor to purchase 5,000,000 shares of Pubco Common Stock. The PIPE Warrants and the Additional PIPE Warrants have an initial exercise price of $10.00 per share, subject to a one-time downward reset based on the trading price of Pubco Common Stock following the Closing, with a floor of $7.28 per share if, as of the Closing, Pubco or any of its subsidiaries has entered into a binding commitment for at least $200,000,000 of debt financing that has been publicly disclosed, and $5.00 per share otherwise. The Reset PIPE Warrants, if issued, would have an exercise price equal to the reduced exercise price resulting from such reset (which would not be less than the applicable floor price).

Additionally, ATII, Pubco and Forge Nano have entered into the Additional Subscription Agreements with the Additional PIPE Investors, pursuant to which Pubco has agreed to, substantially concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 2,300,000 Additional PIPE Subscribed Shares to the Additional PIPE Investors at a subscription price of $10.00 per share for an aggregate commitment of $23,000,000.

As contemplated by the Merger Agreement, the structure and timing of the Business Combination, the PIPE Investment and the Additional PIPE Investment are consistent with common practice in initial business combination transactions consummated by special purpose acquisition companies. In addition, the timing for the consummation of the Business Combination provided

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for in the Merger Agreement was determined and agreed by the parties in light of general business considerations weighing in favor of consummating the transaction promptly and the deadline for ATII to complete an initial business combination during the Completion Window pursuant to the Current Charter.

For more information, see “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination.”

Organizational Structure

The following diagram depicts a simplified version of the current organizational structures of ATII and Forge Nano prior to, and after, the consummation of the Proposed Transaction, taking into account various assumptions, as further described below under the sections of this proxy statement/prospectus entitled “Proposal No. 1 – The Business Combination Proposal – Ownership of Pubco After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information.”

All of the relative percentages below are for illustrative purposes only and are based on certain assumptions as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” For more information, including the ownership percentages in the No Additional Redemptions Scenario and the effect of certain dilutive securities, see the section entitled “Proposal No. 1 – The Business Combination Proposal – Ownership of Pubco After the Closing” and as described under the presentation described as “Assuming No Additional Redemptions Scenario” in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.

Simplified Pre-Business Combination Structures

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Simplified Post-Business Combination Structures⁽¹⁾

(1) Represents the organizational structure immediately following the Business Combination. As presented, the ownership in Forge Nano Holdings Inc. excludes all potential equity interests related to (a) 420,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants that were originally issued as ATII Private Warrants, (b) the 11,500,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants that were originally issued as ATII Public Warrants, (c) the 8,896,715 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants, (d) the 2,344,371 shares of Pubco Common Stock underlying the Pubco Ascent Warrants, (e) the 15,000,000 shares of Pubco Common Stock underlying the PIPE Warrants, (f) the 10,000,000 shares of Pubco Common Stock underlying the Reset PIPE Warrants, (g) the 5,000,000 shares of Pubco Common Stock underlying the Additional PIPE Warrants and (h) the 90,000,000 Earn-Out Shares in the No Additional Redemptions Scenario and the Maximum Redemptions Scenario, respectively.

(2) Represents anticipated equity ownership under the No Additional Redemptions Scenario.

(3) Represents anticipated equity ownership under the Maximum Redemptions Scenario.

Probable Acquisition of HzO

Following the closing of the Business Combination and pending negotiation of definitive agreements, Forge Nano intends to acquire HzO, a provider of parylene-based thin-film coating solutions that protect electronic components from moisture, corrosion and other environmental damage with operations in the United States, Mexico and Asia. Forge Nano and HzO have entered into a term sheet pursuant to which Forge Nano would acquire 100% of the equity of HzO for an aggregate consideration of $55 million paid shares of Pubco Common Stock. The parties are currently negotiating a definitive merger agreement. Forge Nano considers the acquisition of HzO to be probable as of the date hereof. HzO’s coating capabilities are complementary to Forge Nano’s ALD platform and are expected to expand the combined company’s environmental barrier protection offerings. The acquisition of HzO is not conditioned upon the consummation of the Business Combination, and the Business Combination is not conditioned upon the acquisition of HzO.

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The Proposals to be Submitted at the Extraordinary General Meeting

Proposal No. 1 — The Business Combination Proposal

As discussed in this proxy statement/prospectus, ATII will ask the holders of ATII Ordinary Shares to approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Business Combination Proposal. The ATII Board has unanimously approved the Business Combination Proposal and recommended its approval to the holders of ATII Ordinary Shares at the extraordinary general meeting.

The Business Combination (page [    ])

Domestication Merger

On the terms and subject to the conditions of the Merger Agreement, and in accordance with the Companies Act and the DGCL, at least one (1) day prior to the First Effective Time, and at the Domestication Merger Effective Time, ATII will re-domicile and become a Delaware corporation by merging with Pubco, following which the separate corporate existence of ATII will cease and Pubco will continue its corporate existence as the surviving corporation under the DGCL. At the Domestication Merger Effective Time, Pubco, as the surviving corporation under the DGCL pursuant to the Domestication Merger, will no longer be subject to the provisions of the Companies Act. At the Domestication Merger Effective Time, Pubco will adopt Delaware Organizational Documents, which will provide, among other things, that the name of Pubco will be changed to “Forge Nano Holdings Inc.”

If the Domestication Merger Proposal is approved, ATII and Pubco will consummate the Domestication Merger by executing and filing (1) a Plan of Merger, appended to the accompanying proxy statement/prospectus as Exhibit 3.4 (and any other documents required by the Companies Act) with the Cayman Registrar pursuant to Sections 233 and 237 of the Companies Act and such other filings or recordings in accordance with the Companies Act in connection with the consummation of the Domestication Merger and (2) a certificate of merger with the Secretary of State of the State of Delaware and such other filings or recordings in accordance with the relevant provisions of the DGCL in connection with the consummation of the Domestication Merger. The Domestication Merger will become effective at such time when the Plan of Merger is registered by the Cayman Registrar and when the certificate of merger is filed with the Secretary of State of the State of Delaware, or such later time as may be specified in the Plan of Merger and certificate of merger in accordance with the Companies Act and DGCL, respectively.

Immediately prior to the Domestication Merger Effective Time, each then issued and outstanding ATII Unit will separate and convert automatically into one ATII Ordinary Share and one-half of one ATII Warrant, and all ATII Units will cease to be outstanding and will cease to exist. At the Domestication Merger Effective Time, (1) each then issued and outstanding ATII Ordinary Share (which, for the avoidance of doubt, includes ATII Ordinary Shares held as a result of the separation of the ATII Units, but does not include any ATII Public Shares subject to Redemption) will be cancelled in exchange for the right to receive one share of Pubco Common Stock, (2) each ATII Warrant that is outstanding and unexercised will convert automatically into one Pubco SPAC Warrant pursuant to the terms of the ATII Warrant Agreement and (3) each ATII Public Share subject to Redemption issued and outstanding immediately prior to the Domestication Merger Effective Time will automatically be cancelled and cease to exist and will thereafter represent only the right of such ATII Public Shareholder to be paid a pro rata share of the Redemption Price in accordance with the Current Charter.

For more information, please see the section of this proxy statement entitled “Proposal No. 2 – The Domestication Merger Proposal.”

First Company Merger

On the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the DGCL, at least one (1) day following the Domestication Merger Effective Time, and at the First Effective Time, Merger Sub I will merge with and into Forge Nano, following which the separate corporate existence of Merger Sub I will cease and Forge Nano will continue its corporate existence as the Initial Surviving Corporation under the DGCL. As a result of the First Company Merger, Forge Nano will become a wholly-owned subsidiary of Pubco.

If the Business Combination Proposal is approved, ATII and Forge Nano will cause the First Company Merger to be consummated by executing and filing a certificate of merger with the Secretary of State of the State of Delaware and make such other filings or recordings, in each case, in accordance with the relevant provisions of the DGCL in connection with the consummation of

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the First Company Merger. The First Company Merger will become effective at such time as the certificate of merger with respect to the First Company Merger has been fully filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the parties in writing and specified in the certificate of merger in accordance with the DGCL.

Merger Consideration

Forge Nano Stock; Forge Nano Convertible Securities

At the First Effective Time: (i) each share of each class of Forge Nano Preferred Stock that is issued and outstanding immediately prior to the First Effective Time shall be converted into shares of Forge Nano Common Stock pursuant to Forge Nano’s organizational documents as in effect immediately prior to the First Effective Time; (ii) each share of Forge Nano Common Stock that is issued and outstanding immediately prior to the First Effective Time (including shares of Forge Nano Common Stock issued upon conversion of the shares of Forge Nano Preferred Stock, but not including treasury shares which will be canceled immediately prior to the First Effective Time) will be cancelled and automatically converted into the right to receive, without interest, the Applicable Per Share Merger Consideration; (iii) each Forge Nano Warrant that is issued and outstanding and unexpired immediately prior to the First Effective Time will be assumed by Pubco and become a corresponding Pubco Forge Nano Warrant, subject to the same terms and conditions (including vesting and exercisability) as were applicable to the corresponding Forge Nano Warrant immediately prior to the First Effective Time; and (iv) each Forge Nano Ascent Option that is issued and outstanding and unexpired immediately prior to the First Effective Time will be cancelled and converted into one Pubco Ascent Warrant pursuant to the Pubco Ascent Warrant Agreement, substantially in the form attached to the Merger Agreement.

Earn-Out

Pursuant to the terms of the Merger Agreement, and subject to the terms and conditions set forth therein, the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any, will be entitled to receive a proportional amount of up to an aggregate of 90,000,000 Earn-Out Shares, issuable upon achievement of certain milestones during the Earn-Out Period. The Earn-Out Shares will be issued at or prior to the Closing to the Escrow Agent and will be disbursed therefrom upon achievement of the applicable milestones as follows:

● 30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP (as defined in the Merger Agreement) of Pubco Common Stock equals or exceeds $15.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $400,000,000;

● 30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP of Pubco Common Stock equals or exceeds $20.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $600,000,000; and

● 30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP of Pubco Common Stock equals or exceeds $25.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $800,000,000.

The milestones applicable to the Earn-Out Shares operate on a cumulative basis, such that if a higher milestone is achieved, the lower milestones are deemed achieved as well and the Earn-Out Shares attributable to such achieved milestone and each lower milestone will be disbursed. The Earn-Out Shares attributable to holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any, pursuant to the Merger Agreement will only be disbursed by the Escrow Agent if an applicable milestone is achieved upon the exercise, conversion or settlement thereof in accordance with their terms.

Ownership of Applicable Per Share Merger Consideration (page [•])

All shares of Pubco Common Stock and Earn-Out Shares to be issued to the Forge Nano Stockholders who receive Closing Payment Shares and holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities in accordance with, and subject to the terms and conditions of, the Merger Agreement, will be issued by Pubco fully paid and non-assessable, free and clear of all liens, other than restrictions arising from applicable securities laws or from any Lock-Up Agreement between Pubco

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and the Forge Nano Lock-Up Holders, who are expected to collectively own approximately [53.15]% of Pubco Common Stock at Closing assuming the No Additional Redemptions Scenario, and approximately [63.03]% of Pubco Common Stock at Closing assuming the Maximum Redemptions Scenario, pursuant to which the Forge Nano Lock-Up Holders are subject to transfer restrictions (subject to certain exceptions). For more information about the Merger Agreement and the Business Combination, see the section titled “Proposal No. 1 – The Business Combination Proposal.”

Treatment of Forge Nano Equity Awards (page [●])

At the First Effective Time, each Forge Nano Option that is issued and outstanding and unexpired immediately prior to the First Effective Time will be converted into one Pubco Option on substantially the same terms and conditions, including with respect to vesting and termination-related provisions (as applicable, except that such Pubco Options will relate to the number of whole shares of Pubco Common Stock (rounded down to the nearest whole share) equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Forge Nano Common Stock subject to such Forge Nano Option immediately prior to the First Effective Time and (b) the quotient of (1) the Applicable Per Share Merger Consideration divided by (ii) the Equity Award Conversion Amount (as defined in the Merger Agreement), with an exercise price per Pubco Option (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per Forge Nano Option by (ii) the Equity Award Conversion Amount).

Second Company Merger

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, immediately following the First Effective Time, the Initial Surviving Corporation will merge with and into Merger Sub II, with Merger Sub II surviving as the Surviving Company and Pubco acquiring one membership interest in the Surviving Company and such membership interest will constitute the only outstanding equity of the Surviving Company.

For more information, please see the section of this proxy statement entitled “Proposal No. 1 – The Business Combination Proposal – Merger Consideration.”

Material U.S. Federal Income Tax Considerations of the Business Combination (page 197)

For a description of certain material U.S. federal income tax considerations of the Business Combination and the exercise of Redemption Rights and the ownership and disposition of shares of Pubco Common Stock and/or Pubco Warrants in connection with the Business Combination, see the section titled “Material U.S. Federal Income Tax Considerations.”

Appraisal Rights (page 129)

Appraisal rights are not available to holders of ATII Ordinary Shares in connection with the Business Combination.

Regulatory Approvals Required for the Business Combination (page [•])

U.S. Regulatory Clearance

Under the Merger Agreement, the Business Combination cannot be consummated until the waiting period applicable to the Business Combination under the HSR Act have expired or been terminated.

The Business Combination is not subject to any federal or state regulatory requirements or approvals, except for filings with the State of Delaware necessary to effectuate the Business Combination at the Closing.

For more information, please see the section of this proxy statement/prospectus entitled “Proposal No. 1 – The Business Combination Proposal – Regulatory Approvals Required for the Business Combination.

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Conditions to Closing (page 155)

The obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of customary conditions, including (among other conditions) the following:

● the adoption of the Merger Agreement and Plan of Merger, by Ordinary Resolution of the holders of ATII Ordinary Shares, being a resolution approved by a simple majority of the outstanding ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting;

● the delivery by Forge Nano to ATII of an irrevocable written consent of the holders of Forge Nano Stock sufficient to approve the First Company Merger and the other transactions contemplated by the Merger Agreement;

● the absence of any legal restraints preventing or prohibiting the consummation of the Business Combination;

● the expiration or termination of any waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act;

● the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers);

● the performance and compliance in all material respects by the parties of their respective covenants, agreements and obligations required by the Merger Agreement to be performed or complied with by such party at or prior to the First Effective Time;

● the registration statement – of which this proxy statement/prospectus forms a part – must have been declared effective by the SEC in accordance with the provisions of the Securities Act;

● the shares of Pubco Common Stock (including the shares of Pubco Common Stock to be issued under the Merger Agreement and the ancillary documents thereto) having been approved for listing on Nasdaq; and

● ATII and Forge Nano have each received a copy of the A&R Registration Rights Agreement, duly executed by Pubco, Forge Nano and the Forge Nano Stockholders who received Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities.

For more information, please see the section of this proxy statement/prospectus entitled “Proposal No. 1 – The Business Combination Proposal – Conditions to the Closing of the Business Combination.”

Vote Required for Approval

The approval and adoption of the Business Combination Proposal requires an Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by holders of the ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming presence of a quorum).

Each Condition Precedent Proposal is conditioned upon the approval of the other Condition Precedent Proposals. Therefore, if all Condition Precedent Proposals are not approved, none of the Condition Precedent Proposals will have any effect, even if certain Condition Precedent Proposals are approved by holders of ATII Ordinary Shares.

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively own 6,590,000 ATII Ordinary Shares. As a result, as of the date of the accompanying proxy statement/prospectus, the Sponsor, the Insiders, the Initial Shareholders and BTIG collectively own approximately 22.27% of the 29,590,000 ATII Ordinary Shares issued and outstanding as of the Record Date. Accordingly, 8,205,001 additional votes of holders, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal and, if

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presented, the Adjournment Proposal, while 13,136,667 additional votes of the holders, or approximately 57.12% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve, by Special Resolution of the holders of ATII Ordinary Shares, the Domestication Merger Proposal and the Organizational Documents Proposal.

Date, Time and Place of the Extraordinary General Meeting

The extraordinary general meeting to consider and vote on the proposal to adopt the Merger Agreement will be held at           Eastern Time on             , 2026 and will be a virtual meeting conducted via live webcast at           (the “extraordinary general meeting website”). For the purposes of Cayman Islands law and the Current Charter, the physical location of the extraordinary general meeting will be at the offices of ATII at.

Registering for the Extraordinary General Meeting

Any holder of ATII Ordinary Shares wishing to attend the extraordinary general meeting virtually must pre-register for the extraordinary general meeting at         by          Eastern Time on            , 2026. For purposes of attendance at the extraordinary general meeting, all references in this proxy statement to “present” shall mean virtually present at the extraordinary general meeting. To register for the extraordinary general meeting, please follow these instructions as applicable to the nature of your ownership of ATII Ordinary Shares:

● If your ATII Ordinary Shares are registered in your name with the Transfer Agent and you wish to attend the virtual meeting, go to             , enter the 12-digit control number included on your proxy card or notice of the extraordinary general meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the extraordinary general meeting you will need to log back into the extraordinary general meeting site using your control number. Pre-registration is recommended, but is not required in order to attend.

● If your ATII Ordinary Shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the ATII Ordinary Shares held for you in what is known as “street name.” Beneficial holders of ATII Ordinary Shares who wish to attend the extraordinary general meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their ATII Ordinary Shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to           . Beneficial holders of ATII Ordinary Shares who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the virtual extraordinary general meeting. After contacting the Transfer Agent, such holder of ATII Ordinary Shares will receive an e-mail prior to the extraordinary general meeting with a link and instructions for attending the virtual extraordinary general meeting. Beneficial holders of ATII Ordinary Shares should contact the Transfer Agent at least five business days prior to the extraordinary general meeting date in order to ensure access.

Voting Power; Record Date

Only holders of ATII Ordinary Shares at the close of business on the Record Date are entitled to notice of the extraordinary general meeting and to vote at the extraordinary general meeting pursuant to the Companies Act and the Current Charter. A list of holders of ATII Ordinary Shares entitled to vote at the extraordinary general meeting will be available at our principal executive offices located at 2093 Philadelphia Pike #1968, Claymont, DE 19703, during regular business hours for a period of no less than ten days prior to the extraordinary general meeting, as well as electronically at the extraordinary general meeting website. As of        , 2026, which is the Record Date for the extraordinary general meeting, there were 29,590,000 ATII Ordinary Shares outstanding, of which 23,000,000 were ATII Public Shares held by persons other than the Insiders. Holders of ATII Ordinary Shares will be entitled to one vote for each ATII Ordinary Share owned at the close of business on the Record Date.

If you hold your ATII Ordinary Share in “street name”, you should instruct your bank, broker or other nominee how to vote your ATII Ordinary Shares at the extraordinary general meeting in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Business Combination Proposal, without your instructions. ATII Warrants do not have voting rights.

Abstentions and Broker Non-Votes

If your ATII Ordinary Shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the ATII Ordinary Shares held for you in what is known as “street name.” If this is the case, this proxy

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statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your ATII Ordinary Shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your ATII Ordinary Shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your ATII Ordinary Shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the holders of ATII Ordinary Shares will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your ATII Ordinary Shares without your instruction. Your bank, broker, or other nominee can vote your ATII Ordinary Shares only if you provide instructions on how to vote. As the beneficial holder of the ATII Ordinary Shares, you have the right to direct your broker, bank or other nominee as to how to vote your ATII Ordinary Shares and you should instruct your broker to vote your ATII Ordinary Shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your ATII Ordinary Shares will not be voted on that proposal. This is called a “broker non-vote.”

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter.

Quorum

A quorum of holders of ATII Ordinary Shares is necessary to hold a valid extraordinary general meeting. A quorum will be present at the extraordinary general meeting if the holders of at least a majority of the 29,590,000 issued and outstanding ATII Ordinary Shares entitled to vote at the extraordinary general meeting as of the Record Date are represented in person or by proxy. As such, the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least 14,795,001 holders of ATII Ordinary Shares entitled to vote at the extraordinary general meeting as of the Record Date, would be required to achieve a quorum at the extraordinary general meeting.

Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, at the extraordinary general meeting and will attend the extraordinary general meeting, we would need the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, to establish a quorum to hold the extraordinary general meeting in connection with the Proposed Transaction.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter. In the event that quorum is not present at the extraordinary general meeting, it is expected that the extraordinary general meeting will be adjourned to solicit additional proxies.

Recommendation of ATII Board

The ATII Board, after considering the factors more fully described in the enclosed proxy statement/prospectus, has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Business Combination, are fair to and in the best interests of ATII and the holders of ATII Ordinary Shares, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the execution, delivery and performance of the Merger Agreement, (iii) directed that the adoption of the Merger Agreement be submitted to a vote of the holders of ATII Ordinary Shares at the extraordinary general meeting and (iv) resolved to recommend the adoption of the Merger Agreement and the approval of the Business Combination Proposal by the holders of ATII Ordinary Shares at the extraordinary general meeting.

ATII Board’s Reasons for the Approval of the Business Combination and the Transaction Contemplated Thereby

The ATII Directors and officers of ATII have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background enabled such ATII Directors and officers of ATII to make the necessary analyses and determinations regarding the Business Combination. After careful consideration of the terms and conditions of the Merger Agreement, the ATII Board has determined that the Business

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Combination and the transactions contemplated thereby are fair to and in the best interests of ATII and the holders of ATII Ordinary Shares because the ATII Board believes that Forge Nano is a company with strong revenue growth potential. Forge Nano has been operating for some time and the ATII Board believes that they have demonstrated a good return on investment capital for their client base in the semiconductor space. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the ATII Board also reviewed various industry and financial data and the due diligence and evaluation materials provided by Forge Nano, demonstrating that Forge Nano has a business plan dedicated to both near-term cash flow as well as long-term growth. The majority of the independent directors of the ATII Board are not required, under the Current Charter or the Companies Act, to retain an unaffiliated representative to act solely on behalf of unaffiliated ATII Public Shareholders for purposes of negotiating the terms of the Merger Agreement and/or preparing a report concerning the approval of the Business Combination, and no such person was retained. For additional information regarding the positive and negative factors the ATII Board considered in evaluating the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — ATII Board Reasons for the Approval of the Business Combination” on page [    ].

Interests of the Sponsor and ATII’s Directors and Officers in the Business Combination

In considering the recommendation of the ATII Board to vote in favor of approval of the Business Combination Proposal, the Domestication Merger Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal, holders of ATII Ordinary Shares should keep in mind that the Sponsor, ATII’s directors and officers, and entities affiliated with them, have interests in such proposals that are different from, or in addition to, the interests of unaffiliated security holders of ATII. See “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, and ATII’s Directors and Officers in the Business Combination.”

The existence of financial and personal interests of one or more of ATII’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of ATII and the unaffiliated ATII Public Shareholders and what he, she or they may believe is best for himself, herself or themselves. In addition, the Sponsor and ATII’s officers have interests in the Business Combination that may conflict with your interests as an unaffiliated ATII Public Shareholder.

Such interests of the Sponsor, as well as ATII’s directors and officers, may have influenced their motivation in identifying and selecting Forge Nano as a business combination target, completing an initial business combination with Forge Nano and influencing the operation of the business following the Closing. In considering the recommendation of the ATII Board to vote for the proposals, holders of ATII Ordinary Shares should consider these interests.

Further, unaffiliated ATII Public Shareholders should keep in mind that Forge Nano’s officers, directors and entities affiliated with them, have interests in such proposals that are different from, or in addition to, those of unaffiliated ATII Public Shareholders. See “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and ATII’s Directors and Officers in the Business Combination” and “Certain Relationships and Related Party Transactions” for more information related to certain transactions and arrangements between Forge Nano and Forge Nano’s directors and executive officers.

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Compensation to be Received by the Sponsor, the Initial Shareholders and ATII’s Officers and Directors in Connection with the Business Combination and the PIPE Financing

Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor, the Initial Shareholders and ATII’s officers and directors in connection with the Business Combination, the PIPE Financing and the Additional PIPE Financing.

Entity/Individual	Amount of Compensation Received or to be Received or Securities Issued or to be Issued	Consideration
Sponsor and the Initial Shareholders	5,750,000 shares of Pubco Common Stock upon conversion of 5,750,000 Founder Shares; provided, if ATII consummates the Business Combination during the Completion Window, the Sponsor will, following the Domestication Merger, become the beneficial owner of 2,7500,000 shares of Pubco Common Stock (assuming Sponsor transfers 3,000,000 shares of Pubco Common Stock issued in exchange for 3,000,000 Founder Shares in the Domestication Merger to the Initial PIPE Investor to secure the financing transaction in connection with the Business Combination pursuant to the Purchaser Support Agreement and retains 300,000 shares of Pubco Common Stock issued in exchange for 300,000 Founder Shares in the Domestication Merger) 530,000 shares of Pubco Common Stock upon conversion of 530,000 ATII Ordinary Shares underlying ATII Private Units, each such ATII Private Unit consisting of one ATII Ordinary Share and one-half of one ATII Private Warrant. 265,000 PubCo SPAC Warrants upon conversion of 265,000 ATII Private Warrants underlying 530,000 ATII Private Units, each such ATII Private Unit consisting of one ATII Ordinary Share and one-half of one ATII Private Warrant. $10,000 per month until liquidation or completion of an initial business combination Up to $1,500,000 in Working Capital Loans, which loans may be convertible into units at the Business Combination at a price of $10.00 per unit.	The Sponsor acquired 5,750,000 Founder Shares in June 2024, prior to the IPO, for an aggregate purchase price of $25,000, or approximately $0.004 per ATII Ordinary Share. The Sponsor acquired 530,000 ATII Private Shares and 265,000 ATII Private Warrants included in the 530,000 ATII Private Units purchased in a private placement concurrently with the IPO for an aggregate purchase price of $5,300,000. ATII entered into an administrative services agreement providing that, commencing on the effective date of the IPO, ATII agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of its initial business combination or its liquidation, ATII will cease paying these monthly fees. As disclosed in the IPO prospectus, ATII may issue Working Capital Loans that would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of ATII, at a price of $10.00 per unit. If ATII completes an initial business combination during the Completion Window, ATII would repay the Working Capital Loans out of the proceeds of the Trust Account released to ATII in connection with its initial business combination. Otherwise, the Working Capital Loans would be repaid only out of funds held outside of the Trust Account. In the event that an initial business combination is not completed during the Completion Window, ATII may use a portion of proceeds held outside of the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The units of ATII into which such Working Capital Loans may be convertible would be identical to the ATII Private Units issued concurrently with the IPO. As of the date of this proxy statement/prospectus, ATII has no outstanding borrowings under Working Capital Loans.

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Entity/Individual	Amount of Compensation Received or to be Received or Securities Issued or to be Issued	Consideration
BTIG	310,000 shares of Pubco Common Stock upon conversion of 310,000 ATII Ordinary Shares underlying ATII Private Units, each such ATII Private Unit consisting of one ATII Ordinary Share and one-half of one ATII Private Warrant. 155,000 PubCo SPAC Warrants upon conversion of 155,000 ATII Private Warrants underlying 310,000 ATII Private Units, each such ATII Private Unit consisting of one ATII Ordinary Share and one-half of one ATII Private Warrant.	BTIG acquired 310,000 ATII Private Shares and 155,000 ATII Private Warrants included in the 310,000 ATII Private Units purchased in a private placement concurrently with the IPO for an aggregate purchase price of $3,100,000.
ATII Directors and Officers of ATII	Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination during the Completion Window. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.	Services in connection with identifying, investigating and completing an initial business combination.

The securities to be issued to the Sponsor and ATII’s officers and directors may result in a material dilution of the equity interests of non-redeeming ATII Public Shareholders. None of the funds in the Trust Account will be used to compensate ATII’s officers or directors. Except for administrative services fees paid or to be paid to the Sponsor, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsor, ATII’s officers or directors, or any of their respective affiliates, by ATII for services rendered prior to or in connection with the completion of the Business Combination. However, as detailed above, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, as discussed above. The reimbursement of expenses and advances to the Sponsor and ATII’s officers and directors may result in a material dilution of the equity interests of non-redeeming ATII Public Shareholders.

Termination of the Merger Agreement

The Merger Agreement may be terminated and/or the Business Combination may be abandoned by ATII or Forge Nano under certain circumstances at any time prior to the Closing, including, among others, (i) by mutual agreement; (ii) the imposition of a final and non-appealable Order or other Action issued by a Governmental Authority of competent jurisdiction that permanently prevents or prohibits consummation of the Business Combination; provided, however, that such right to terminate shall not be available to ATII or Forge Nano if the failure by such party or its affiliates to comply with any provision of the Merger Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental Authority; (iii) certain uncured breaches of the Merger Agreement by the other party; (iv) if (x) the Business Combination has not been consummated by on or before January 20, 2027 (the “Outside Date”) and (y) the breach or violation of any representation, warranty or covenant under the Merger Agreement by the party seeking to terminate the Merger Agreement is not the cause of, or has not resulted in, the failure of the Closing to occur by the Outside Date; and (v) if the holders of ATII Ordinary Shares fail to adopt the Merger Agreement at the extraordinary general meeting (or any adjournment or postponement thereof).

Comparison of Corporate Governance and Shareholder Rights (page 315)

For a summary of the material differences among the rights of holders of Pubco Common Stock and holders of ATII Ordinary Shares, see the section titled “Comparison of Corporate Governance and Shareholder Rights.”

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Board of Directors of Pubco Following the Business Combination (page [●])

Following the First Effective Time, subject to the Director Election Proposal, it is expected that the board of directors of Pubco will consist of seven (7) directors (which will be divided into three classes, designated Class I, Class II and Class III, each consisting of two directors), the members of which are currently expected to be Paul Lichty, Michael Danner, David Goggins, Millicent Pitts-DiCicco, Jimmy Smith, Kamal Bherwani and Ben Landen. At the Closing, these seven (7) directors will comprise the Pubco Board.

Information about the current ATII directors and executive officers can be found in the section titled “Where You Can Find More Information.”

Effect on ATII If the Business Combination is Not Consummated

If the Merger Agreement is not adopted by the holders of ATII Ordinary Shares, or if the Business Combination is not consummated for any other reason, the holders of ATII Ordinary Shares will not be entitled to, nor will they receive, any payment for their respective ATII Ordinary Shares pursuant to the Merger Agreement.

Other Agreements (page [•])

The following agreements were entered into or will be entered into in connection with the Business Combination, the Merger Agreement and the other transactions contemplated thereby:

Purchaser Support Agreement

Concurrently with their entry into the Merger Agreement, ATII and Forge Nano entered into the Purchaser Support Agreement with the Sponsor, pursuant to which the Sponsor agreed (i) to vote all of its ATII Ordinary Shares held by the Sponsor in favor of the approval and adoption of the Merger Agreement and the Business Combination, (ii) to not redeem, sell or tender, during the term of the Purchaser Support Agreement, any ATII Ordinary Shares owned by the Sponsor in connection with the Business Combination and (iii) to not transfer any ATII Ordinary Shares held by the Sponsor in accordance with the lock-up provisions set forth in ATII’s final prospectus filed with the SEC on February 11, 2025.

Pursuant to the Purchaser Support Agreement, and subject to the terms and conditions set forth therein, the Sponsor also agreed to contribute up to 3,300,000 Founder Shares, together with all shares of Pubco Common Stock issued upon conversion thereof, including any securities paid as dividends or distributions with respect to or into which such shares are exchanged or converted to secure one or more financing transactions in connection with the Business Combination. To the extent the parties to the PIPE Subscription Agreement (as described below) fund any Financing Transaction of at least $100 million, the Sponsor will transfer to such party 3,000,000 ATII Ordinary Shares to secure such Financing Transaction; and the remaining 300,000 ATII Ordinary Shares will be transferred to investors to secure other Financing Transactions to the extent such Financing Transactions are funded by such investors. Any such ATII Ordinary Shares not used to secure Financing Transactions will be retained by the Sponsor.

The Purchaser Support Agreement is filed as Annex C to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Purchaser Support Agreement and the terms of which are incorporated by reference herein.

For additional information, see section titled “Proposal No. 1 – The Business Combination Proposal – Other Agreements – Purchaser Support Agreement.”

Lock-Up Agreement

In connection with their entry into the Merger Agreement, ATII and Forge Nano entered into Lock-Up Agreements with each of the Forge Nano Lock-Up Holders, who are expected to collectively own approximately 53.15% of Pubco Common Stock at Closing assuming the No Additional Redemptions Scenario, and approximately 63.03% of Pubco Common Stock assuming the Maximum Redemptions Scenario. Pursuant to the Lock-Up Agreement, each Forge Nano Lock-Up Holder agreed that each such holder will not, during the Lock-Up Period, directly or indirectly sell, exchange, assign, transfer (including by merger, conversion or operation of law), gift or otherwise dispose, any of the Lock-Up Shares, whether or not any transaction is to be settled by delivery of Lock-Up Shares or such other securities, in cash or otherwise, or make a public announcement of any intention to effect such a transfer.

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The form of Lock—Up Agreement is filed as Annex D to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Lock-Up Agreement and the terms of which are incorporated by reference herein.

Additionally, as discussed elsewhere in this proxy statement/prospectus, in connection with the IPO, the Sponsor and the Insiders entered into the Insider Letter with ATII, pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares and ATII Ordinary Shares in connection with the completion of an initial business combination. Such redemption rights waiver was provided at the time of the IPO without any separate consideration paid. Additionally, pursuant to the Insider Letter, the Sponsor and each Insider agreed to restrictions on transfer following the Closing Date with respect to Founder Shares, including a lock-up, subject to certain exceptions, in each case ending on the earlier of (a) six months following the Closing Date and (b) the date the last reported sale price of Pubco Common Stock equals or exceeds $12.00 per share (subject to adjustment) for any twenty trading days within any thirty- (30-) trading day period after the Closing Date.

For additional information, see the section titled “Proposal No. 1 – The Business Combination Proposal – Other Agreements – Lock-Up Agreement.”

A&R Registration Rights Agreement

The Insiders and the Significant Forge Nano Holders will each enter into the A&R Registration Rights Agreement, to be delivered at or prior to the Closing, pursuant to which, among other things, Pubco will be obligated to file a registration statement on Form S-1 with the SEC as soon as practicable but no later than 30 calendar days following the Closing to register the resale of certain securities of Pubco held by the Subject Parties, and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days after its filing (or 90 calendar days after its filing if the SEC notifies Pubco that it will “review” such registration statement) and (ii) five business days after Pubco is notified by the SEC that such registration statement will not be “reviewed” or will not be subject to further review, subject to customary liquidated damages in the event Pubco is unable to meet the filing deadline. The A&R Registration Rights Agreement will also provide the Subject Parties with “piggy-back” registration rights, subject to certain requirements and customary conditions. All expenses of registration under the A&R Registration Rights Agreement, including the legal fees of one firm of counsel chosen by stockholders participating in a registration, will be paid by the Company.

We estimate that the following securities of Pubco will be subject to registration rights immediately following the Closing: (1) the Insiders and BTIG will hold an aggregate of 3,359,000 shares of Pubco Common Stock, comprised of 2,750,000 Founder Shares held by Sponsor (assuming Sponsor transfers 3,000,000 ATII Ordinary Shares to the Initial PIPE Investor and retains 300,000 ATII Ordinary Shares that are subject to transfer to secure additional financing in connection with the Business Combination pursuant to the Purchaser Support Agreement) and 530,000 ATII Private Units held by Sponsor and 310,000 ATII Private Units held by BTIG, for an aggregate of 420,000 Pubco SPAC Warrants held by the Insiders, (2) an aggregate of              shares of Pubco Common Stock held by Significant Forge Nano Holders, (3) the 8,896,715 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants and the 2,344,371 shares of Pubco Common Stock underlying the Pubco Ascent Warrants, (4) an aggregate of 13,000,000 shares of Pubco Common Stock (assuming Sponsor transfers 3,000,000 Sponsor Contribution Shares to the Initial PIPE Investor) held by the Initial PIPE Investor and (5) an aggregate of 2,300,000 shares of Pubco Common Stock held by the Additional PIPE Investors.

The registration rights granted in the A&R Registration Rights Agreement are subject to customary restrictions including blackout periods and, if a registration is underwritten, limitations on the number of shares to be included in the underwritten offering as reasonably advised by the managing underwriter or underwriters. The A&R Registration Rights Agreement also contains customary indemnification and contribution provisions.

The form of A&R Registration Rights Agreement is filed as Annex E to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the A&R Registration Rights Agreement and the terms of which are incorporated by reference herein.

PIPE Financing

Concurrently with the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into the PIPE Subscription Agreement with the Initial PIPE Investor, pursuant to which, subject to the terms and conditions thereof, Pubco will, substantially concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 10,000,000 shares of Pubco Common Stock at a subscription price of $10.00 per share, together with PIPE Warrants to purchase an aggregate of

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15,000,000 shares of Pubco Common Stock, each with an exercise price of $10.00 per share (subject to adjustments as described below), to the Initial PIPE Investor for an aggregate commitment of $100,000,000. A copy of the PIPE Subscription Agreement is attached to this proxy statement/prospectus as Annex H and a copy of the PIPE Warrant Certificate is attached to this proxy statement/prospectus as Annex I.

In addition, concurrently with the execution of the Merger Agreement, ATII and Forge Nano entered into the Purchaser Support Agreement with the Sponsor, a copy of which is attached to this proxy statement/prospectus as Annex C. Pursuant to the Purchaser Support Agreement, the Sponsor will transfer an aggregate of 3,000,000 Founder Shares (or the 3,000,000 shares of Pubco Common Stock into which such Founder Shares are converted in the Domestication Merger) held by them to the Initial PIPE Investor at the Closing in connection with the Initial PIPE Financing for no additional cash consideration.

The PIPE Subscription Agreement contains customary representations, warranties, covenants and agreements of Pubco, ATII, Forge Nano and the Initial PIPE Investor and are subject to customary closing conditions and termination rights. The PIPE Closing is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the PIPE Subscription Agreement (subject to certain bring-down standards).

Additionally, subsequent to the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into the Additional Subscription Agreements with the Additional PIPE Investors, pursuant to which and subject to the terms and conditions thereof, Pubco will, concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 2,300,000 shares of Pubco Common Stock to the Additional PIPE Investors at a subscription price of $10.00 per share, for an aggregate commitment of $23,000,000. The form of the Additional PIPE Subscription Agreements is attached to this proxy statement/prospectus as Annex J.

The Additional PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of Pubco, ATII, Forge Nano and the Additional PIPE Investors and are subject to customary closing conditions and termination rights. The Additional PIPE Closing is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the Additional PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the Additional PIPE Subscription Agreements (subject to certain bring-down standards).

PIPE Subscription Agreement

The PIPE Subscription Agreement contains representations, warranties and covenants of ATII, Forge Nano and the Initial PIPE Investor that are customary for agreements of their nature. In addition, the PIPE Subscription Agreement contains the following provisions:

● If, on the 24-month anniversary of the Closing Date, the Initial PIPE Investor certifies in writing that it beneficially owns 5,000,000 shares of Pubco Common Stock, Pubco will issue to the Initial PIPE Investor the Additional PIPE Warrants entitling the Initial PIPE Investor to purchase 5,000,000 shares of Pubco Common Stock (after giving effect to any reclassification, recapitalization, share division or consolidation, exchange or readjustment or change in the number of Pubco Common Stock that may have occurred during the period from the Closing Date to and including the date of issuance of the Additional PIPE Warrants).

● In the event that on the 21st trading day following the six-month anniversary of the Closing Date, the VWAP (as defined in the Warrant Certificate) of the Pubco Common Stock is less than the Exercise Price (as defined in the Warrant Certificate) then in effect, the Initial PIPE Investor will receive the Reset PIPE Warrants.

● The Additional PIPE Warrants and the Reset PIPE Warrants will contain substantially the same terms and conditions (including as to expiration date) as the PIPE Warrants, except that, (i) in the case of the Additional PIPE Warrants, if the exercise price of the PIPE Warrants has been adjusted to the Measurement Price (as defined below), the initial exercise price of the Additional PIPE Warrants shall be the same as the exercise price of the PIPE Warrants after giving effect to such adjustment, and (ii) in the case of the Reset PIPE Warrants, the initial exercise price will be the Reset Price.

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● At the Initial PIPE Investor’s election, the number of shares of Pubco Common Stock originally subscribed for may be reduced on a one-for-one basis by up to the aggregate number of (i) ordinary shares of ATII purchased by the Initial PIPE Investor for their own account pursuant to open-market transactions with third parties prior to the record date for the ATII shareholder meeting at which the Business Combination will be considered, and (ii) ordinary shares of ATII the Initial PIPE Investor beneficially owns as of the date of the PIPE Subscription Agreement, in each case, that are held through the Closing Date.

● ATII has agreed that on or prior to the Closing Date, and no later than 30 days thereafter, Pubco will endeavor to file with the SEC (at its sole cost and expense) the PIPE Registration Statement registering the resale of the Registrable Securities (as defined in the PIPE Subscription Agreement), and will use its commercially reasonable efforts to have such PIPE Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days after its filing (or 90 calendar days after its filing if the SEC notifies Pubco that it will “review” such PIPE Registration Statement) and (ii) five business days after Pubco is notified by the SEC that such PIPE Registration Statement will not be “reviewed” or will not be subject to further review, subject to customary liquidated damages in the event Pubco is unable to meet the filing deadline. Pubco will cause such Registration Statement, or another shelf registration statement registering the Registrable Securities, to remain effective until the earliest of: (i) the second anniversary of the effectiveness date of the Registration Statement; (ii) the date on which the Initial PIPE Investor ceases to hold any Registrable Securities issued pursuant to the PIPE Subscription Agreement; or (iii) the first date on which the Initial PIPE Investor is able to sell all of its Registrable Securities issued pursuant to the PIPE Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities Act without volume or manner of sale limitations.

● From the date of the PIPE Subscription Agreement until six months from the effective date of the PIPE Registration Statement, Pubco will not, without the prior written consent of the Initial PIPE Investor who purchased at least a majority of the PIPE Subscribed Shares under the PIPE Subscription Agreements, issue, enter into any agreement to issue or announce the issuance of any shares of Pubco Common Stock or any securities of Pubco that would entitle the holder thereof to acquire at any time shares of Pubco Common Stock other than issuances of securities (i) to employees, directors and officers, and other agents of Pubco pursuant to certain share or adoption plans, (ii) pursuant to the Merger Agreement, (iii) to certain specified investors prior to the Closing Date in an aggregate amount up to $60,000,000, (iv) with respect to the shares underlying the PIPE Warrants or (v) pursuant to any merger, acquisition or strategic transaction, other than Exempt Issuances.

The PIPE Subscription Agreement is filed as Annex H to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the PIPE Subscription Agreement and the terms of which are incorporated by reference herein.

PIPE Warrants

The PIPE Warrants are exercisable for Pubco Common Stock at any time after the date of their issuance and expire five years after the date of their issuance. The exercise price per PIPE Warrant is $10.00, subject to adjustment as set forth in the Warrant Certificate and described below. The PIPE Warrants may be exercised on a cashless “net issuance” basis.

The PIPE Warrants are subject to a beneficial ownership limitation, at the election of the holder. If the election is made, Pubco will not effect any exercise of the PIPE Warrants, and a holder will not have the right to exercise any portion of the PIPE Warrants, to the extent that after giving effect to such issuance after exercise the holder (together with the holder’s affiliates, and anyone acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.9%, 9.9%, 19.9% (or such other amount as the holder may specify) of Pubco Common Stock.

The exercise price of the PIPE Warrants is subject to adjustment if Pubco (i) subdivides or combines (including by way of a reverse share split) the outstanding Pubco Common Stock, (ii) issues by reclassification of Pubco Common Stock into any capital shares of Pubco, (iii) issues any Pubco Common Stock credited as fully paid to shareholders by way of capitalization of profits or reserves, (iv) issues or sells pro rata to the record holders of Pubco Common Stock any rights, options or warrants entitling them to subscribe for or purchase Pubco Common Stock, or (v) declares or makes any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Pubco Common Stock, by way of return of capital or otherwise.

The exercise price of the PIPE Warrants also is subject to a one-time adjustment based on the subsequent market price. If, on the 21^st trading day following the six-month anniversary of the Closing Date, the Measurement Price is less than the exercise price then in

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effect, then the Exercise Price then in effect shall be reduced to an amount equal to the greater of (i) the Measurement Price and (ii) (x) $7.28, if Forge Nano has secured at least $200 million in debt financing as of the Closing Date and (y) otherwise, $5.00.

In addition, the exercise price of the PIPE Warrants is subject to adjustment for subsequent equity issuances. If and whenever during the period commencing on the date of the PIPE Subscription Agreement and ending on the expiration date of the PIPE Warrants, Pubco issues or sells, or is deemed to have issued or sold, any Pubco Common Stock (subject to certain exceptions) for proceeds per share of Pubco Common Stock less than the exercise price then in effect (where the aggregate amount of proceeds received by Pubco, together with all prior issuances and sales (excluding any Exempt Issuance) conducted for the purpose of raising capital by Pubco on or after the date of the PIPE Subscription Agreements, exceeds $500,000), then immediately after such issuance, the exercise price then in effect shall be reduced to the amount of such proceeds per share of Pubco Common Stock. If there is any adjustment to the exercise price of the PIPE Warrants, the number of shares of Pubco Common Stock that may be purchased upon exercise of the PIPE Warrant shall also be increased or decreased proportionately so that after such adjustment the aggregate exercise price payable for the adjusted number of shares of Pubco Common Stock shall be the same as the aggregate exercise price in effect immediately prior to such adjustment.

At any time commencing on the two-year anniversary of the Closing Date, the PIPE Warrants may be redeemed, in whole or in part, at the Company’s option at the price of $0.01 per PIPE Warrant, provided that the closing price of the Pubco Common Stock equals or exceeds $35.00 per share (subject to adjustment in accordance with Section 3(a) of the Warrant Certificate), on each of twenty (20) trading days within any thirty (30) trading day period.

If a Fundamental Transaction (as defined in the Warrant Certificate) occurs, then, upon any subsequent exercise of a PIPE Warrant, the Initial PIPE Investor will have the right to receive, for each share of Pubco Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Initial PIPE Investor (without regard to the beneficial ownership limitation), the number of shares of the successor or acquiring corporation or of Pubco, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of Pubco Common Stock for which such PIPE Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to the beneficial ownership limitation).

In connection with a Fundamental Transaction in which less than 70% of the consideration is payable in publicly listed common equity, the Initial PIPE Investor has the option to require Pubco (or any successor entity) to repurchase its warrants for their Black Scholes Value (as defined in the Warrant Certificate) in cash.

The Warrant Certificate is filed as Annex I to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Warrant Certificate and the terms of which are incorporated by reference herein.

Additional PIPE Subscription Agreements

The Additional PIPE Subscription Agreements contain representations, warranties and covenants of ATII, Forge Nano and the Initial PIPE Investors that are customary for agreements of their nature. In addition, the Additional PIPE Subscription Agreements contain the following provisions:

● Pubco has agreed that within thirty (30) days of the Closing Date, Pubco will file (at its sole cost and expense) with the SEC a registration statement on Form S-3 or Form S-1 or any similar or successor long form registration statement (the “Additional PIPE Registration Statement”) (which may, for the avoidance of doubt, be the same registration statement as the PIPE Registration Statement) registering the resale of the Registrable Securities (as defined in the Additional Subscription Agreements), and will use its commercially reasonable efforts to have such Additional PIPE Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days following the Closing Date (or ninety (90) calendar days following the Closing Date if the SEC notifies Pubco that it will “review” such Additional PIPE Registration Statement) and (ii) five (5) business days after Pubco is notified by the SEC that such Additional PIPE Registration Statement will not be “reviewed” or will not be subject to further review, subject to customary exceptions. Pursuant to the Additional PIPE Subscription Agreements, Pubco will cause such Additional PIPE Registration Statement to remain effective until the earliest of: (i) such time as when all of each Additional PIPE Investor’s securities included therein cease to be Registrable Securities, (ii) such time as when all of such Additional PIPE Investor’s Registrable Securities included in such Additional PIPE Registration Statement have actually been sold and (iii) three (3) years from the Closing Date.

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● The Subscription Agreements also provide that if, during the twelve (12)-month period following the Closing Date, Pubco issues shares of Pubco Common Stock (other than certain Exempt Issuances (as defined in the Additional Subscription Agreements) which include, among other exemptions, issuances to certain specified investors in an aggregate amount up to $60,000,000, on terms that, in each Additional PIPE Investor’s good faith determination, are more favorable in any material respect than those provided to such Additional PIPE Investor in the Additional PIPE Financing (such terms, the “Additional PIPE Financing Terms”), then Pubco shall be obligated to adjust the Additional PIPE Financing Terms so that the Additional PIPE Financing Terms are no less favorable than the terms of such subsequent issuance(s).

The form of the Additional PIPE Subscription Agreements is filed as Annex J to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Additional PIPE Subscription Agreement and the terms of which are incorporated by reference herein.

See the section titled “Proposal No. 1 – The Business Combination Proposal – Other Agreements – PIPE Financing.”

Pubco anticipates using the gross proceeds generated from the PIPE Financing and the Additional PIPE Financing for working capital and general corporate purposes of Pubco and Forge Nano following the Proposed Transaction. The securities to be issued to the Sponsor, the Initial Shareholders, the Insiders, the Forge Nano Stockholders and the PIPE Investors may result in a material dilution of the equity interests of the non-redeeming ATII Public Shareholders. The ATII Public Shareholders currently represent approximately 80% of the total issued and outstanding ATII Ordinary Shares. Even if no ATII Public Shareholders redeem their ATII Public Shares in the Business Combination, the ATII Public Shareholders’ ownership is expected to decrease from approximately 80% of the total issued and outstanding ATII Ordinary Shares prior to the Business Combination to approximately 15% of the total issued and outstanding Pubco Common Stock at the Closing. As redemptions increase, the overall percentage ownership held by the Sponsor, the Initial Shareholders, the Insiders, Forge Nano Stockholders and the Initial PIPE Investors will increase as compared to the overall percentage ownership held by ATII Public Shareholders, thereby increasing dilution to ATII Public Shareholders. ATII and Forge Nano cannot predict how many of the ATII Public Shareholders will exercise their right to have their ATII Public Shares redeemed for cash. As a result, the redemption amount and the number of ATII Public Shares redeemed in the Business Combination may differ if actual redemptions are different from these assumptions, and therefore the ownership percentages of the ATII Public Shareholders may differ if the actual redemptions are different than the assumptions used. For more information about the consideration to be received in the Business Combination, these scenarios, and the underlying assumptions, see “Risk Factors — Risks Related to ATII and the Business Combination — The ATII Public Shareholders will experience immediate dilution as a consequence of the issuance of shares of Pubco Common Stock to the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any, as consideration in the Business Combination and due to future issuances pursuant to the 2026 Equity Plan.”

Redemption Rights (page 66)

If you are an ATII Public Shareholder, you have the right to redeem your ATII Public Shares for a pro rata portion of the aggregate amount on deposit in the Trust Account, including interest earned on the Trust Account but not previously released to ATII to pay taxes, if any, which holds the net proceeds of the issuance of ATII Units in the IPO and concurrent private placement, upon the Closing.

Notwithstanding the foregoing, any ATII Public Shareholder, together with any affiliate of such ATII Public Shareholder or any other person with whom such ATII Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its ATII Public Shares with respect to more than an aggregate of 15% of the ATII Public Shares then issued and outstanding without ATII’s prior consent. Accordingly, if any ATII Public Shareholder, alone or acting in concert or as a “group”, seeks to redeem more than an aggregate of 15% of the ATII Public Shares then issued and outstanding, then any such shares in excess of that 15% limit would not be redeemed without ATII’s prior consent.

Holders of outstanding ATII Public Warrants do not have redemption rights with respect to such ATII Public Warrants in connection with the Business Combination.

You may exercise your Redemption Rights whether you vote your ATII Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by ATII Public Shareholders who will redeem their ATII Public Shares in connection with the Proposed Transaction and will no longer be holders of ATII Public Shares, and the Business Combination may be

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consummated even though the funds available from the Trust Account and the number of ATII Public Shareholders are substantially reduced as a result of redemptions by ATII Public Shareholders in connection with the Business Combination. With fewer ATII Public Shares and ATII Public Shareholders, the trading market for ATII Public Shares may be less liquid than the market for ATII Public Shares prior to the Business Combination and Pubco may not be able to meet the listing standards of a national securities exchange, including Nasdaq. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into Pubco’s and Forge Nano’s businesses will be reduced and the amount of working capital available to Pubco and Forge Nano following the Business Combination may be reduced. Your decision to exercise your Redemption Rights with respect to your ATII Public Shares will have no effect on the ATII Public Warrants you may also hold.

If you are a holder of ATII Public Shares and wish to exercise your Redemption Rights, you are required to tender your ATII Public Share certificates or deliver your shares to the Transfer Agent electronically using DTC’s DWAC (Deposit/Withdrawal at Custodian) System, at your option, in each case until the date that is two business days prior to the initially scheduled vote to approve the Business Combination Proposal at the extraordinary general meeting. Accordingly, you have until two days prior to the initial vote on the Business Combination Proposal at the extraordinary general meeting to tender your ATII Public Shares if you wish to exercise your Redemption Rights. Given the relatively short period in which to exercise your Redemption Rights, it is advisable for you to use electronic delivery of your ATII Public Shares. If you exercise your Redemption Right, your ATII Public Shares will be redeemed for a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $242.0 million, or approximately $10.52 per share, as of March 31, 2026). Such amount, including any interest earned on the funds held in the Trust Account and not previously released to ATII to pay taxes, if any, will be paid promptly upon consummation of the Business Combination during the Completion Window. However, under Cayman Islands and Delaware law, the proceeds held in the Trust Account can be subject to claims that could take priority over those of the ATII Public Shareholders exercising Redemption Rights, regardless of whether such ATII Public Shareholders vote for or against the Business Combination Proposal. The per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive if you exercise your Redemption Rights.

The Transfer Agent may be contacted at the following address:

Odyssey Transfer and Trust Company

2155 Woodlane Drive, Suite 100

Woodbury, MN 55125

Attention: SPAC Redemption Team

Email:

Any request for redemption, once made by a holder of ATII Public Shares, may be withdrawn at any time up to two days prior to the vote on the Business Combination Proposal at the extraordinary general meeting. If you deliver your ATII Public Shares for redemption to the Transfer Agent and later decide, prior to the extraordinary general meeting, not to redeem your ATII Public Shares, you may request that the Transfer Agent return the shares electronically.

No demand will be effectuated unless the such ATII Public Shares have been delivered electronically to the Transfer Agent no later than two business day prior to the initially scheduled vote to approve the Business Combination Proposal at the extraordinary general meeting.

If an ATII Public Shareholder properly makes a request for redemption and the ATII Public Shares are delivered to the Transfer Agent no later than two business day prior to the initially scheduled vote to approve the Business Combination Proposal at the extraordinary general meeting, then, if the Business Combination is consummated during the Completion Window, ATII will redeem such ATII Public Shares in exchange for a pro rata portion of funds deposited in the Trust Account. If you exercise your Redemption Rights, then you will be exchanging your ATII Public Shares for cash.

Proposal No. 2 — The Domestication Merger Proposal (page 166)

On the terms and subject to the conditions of the Merger Agreement, and in accordance with the Companies Act and the DGCL, at least one (1) day prior to the First Effective Time, and at the Domestication Merger Effective Time, ATII will re-domicile and become a Delaware corporation by merging with Pubco, following which the separate corporate existence of ATII will cease and Pubco will continue its corporate existence as the surviving corporation under the DGCL. At the Domestication Merger Effective Time, Pubco, as the surviving corporation under the DGCL pursuant to the Domestication Merger, will no longer be subject to the

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provisions of the Companies Act. At the Domestication Merger Effective Time, Pubco will adopt Delaware Organizational Documents, which will provide, among other things, that the name of Pubco will be changed to “Forge Nano Holdings Inc.”

If the Domestication Merger Proposal is approved, ATII and Pubco will consummate the Domestication Merger by executing and filing (1) a Plan of Merger, appended to the accompanying proxy statement/prospectus as Exhibit 3.4 (and any other documents required by the Companies Act) with the Cayman Registrar pursuant to Sections 233 and 237 of the Companies Act and such other filings or recordings in accordance with the Companies Act in connection with the consummation of the Domestication Merger and (2) a certificate of merger with the Secretary of State of the State of Delaware and such other filings or recordings in accordance with the relevant provisions of the DGCL in connection with the consummation of the Domestication Merger. The Domestication Merger will become effective at such time when the Plan of Merger is registered by the Cayman Registrar and when the certificate of merger is filed with the Secretary of State of the State of Delaware, or such later time as may be specified in the Plan of Merger and certificate of merger in accordance with the Companies Act and DGCL, respectively.

Immediately prior to the Domestication Merger Effective Time, each then issued and outstanding ATII Unit will separate and convert automatically into one ATII Ordinary Share and one-half of one ATII Warrant, and all ATII Units will cease to be outstanding and will cease to exist. At the Domestication Merger Effective Time, (1) each then issued and outstanding ATII Ordinary Share (which, for the avoidance of doubt, includes ATII Ordinary Shares held as a result of the separation of the ATII Units, but does not include any ATII Public Shares subject to Redemption) will be cancelled in exchange for the right to receive one share of Pubco Common Stock, (2) each ATII Warrant that is outstanding and unexercised will convert automatically into one Pubco SPAC Warrant pursuant to the terms of the ATII Warrant Agreement and (3) each ATII Public Share subject to Redemption issued and outstanding immediately prior to the Domestication Merger Effective Time will automatically be cancelled and cease to exist and will thereafter represent only the right of such ATII Public Shareholder to be paid a pro rata share of the Redemption Price in accordance with the Current Charter.

There are differences between Cayman Islands corporate law and Delaware corporate law, as well as between the Current Charter and the Proposed Organizational Documents. Accordingly, ATII encourages holders of ATII Ordinary Shares to carefully review the information in “Comparison of Corporate Governance and Shareholder Rights.”

For additional information, see the section titled “Proposal No. 2 – The Domestication Merger Proposal.”

Proposal No. 3 — The Director Election Proposal (page 172)

If each of the Business Combination Proposal and the Domestication Merger Proposal are approved, then ATII will ask the holders of ATII Ordinary Shares to approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Director Election Proposal. The ATII Board has unanimously approved the Director Election Proposal and recommended its approval to the holders of ATII Ordinary Shares at the extraordinary general meeting.

The Director Election Proposal, if approved, will result in the election of six (6) directors to serve on the Pubco Board following the Closing Date as follows:

● Jimmy Smith and Ben Landen will be elected as Class I directors, to serve on the Pubco Board until the first (1^st) annual meeting of stockholders held following the Closing or until their respective successors are duly elected and qualified;

● David Goggins and Kamal Bherwani will be elected as Class II directors, to serve on the Pubco Board until the second (2^nd) annual meeting of stockholders held following the Closing or until their respective successors are duly elected and qualified; and

● Michael Danner, Paul Lichty and Millicent Pitts-DiCicco will be elected as Class III directors, to serve on the Pubco Board until the third (3^rd) annual meeting of stockholders held following the Closing or until their respective successors are duly elected and qualified.

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For additional information, please see the section titled “Proposal No. 3 – The Director Election Proposal.”

Proposal No. 4 — The Stock Issuance Proposal (page 175)

If each of the Business Combination Proposal, the Domestication Merger Proposal and the Director Election Proposal are approved, then ATII will ask the holders of ATII Ordinary Shares to consider and vote upon a proposal to approve, by Ordinary Resolution of the holders of ATII Ordinary Shares, for purposes of complying with the applicable provisions of the Nasdaq listing rules, the issuance of shares of Pubco Common Stock to be issued in the Business Combination, the Earn-Out Shares, the PIPE Subscribed Shares and the additional shares of Pubco Common Stock that will, upon Closing, be reserved for issuance pursuant to the 2026 Equity Plan, to the extent such issuances would require shareholder approval under Nasdaq listing rules. The ATII Board has unanimously approved the Stock Issuance Proposal and recommended its approval to the holders of ATII Ordinary Shares at the extraordinary general meeting.

Although Pubco Securities are not currently traded on Nasdaq, we have elected for Pubco to comply with all otherwise applicable Nasdaq rules upon the Domestication Merger Effective Time.

Pursuant to Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if, due to the present or potential issuance of common stock, including shares issued pursuant to an earnout provision or similar type of provision, or securities convertible into or exercisable for common stock, other than a public offering for cash and have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities.

Under Nasdaq Listing Rule 5635(b), shareholder approval is required prior to an issuance of securities when the issuance or potential issuance will result in a change of control of the issuer.

Under Nasdaq Listing Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement, if the number of shares of common stock (or securities convertible into or exercisable for common stock) to be issued equals to 20% or more of the shares of common stock, or 20% or more of the voting power, outstanding before the issuance.

The aggregate shares of Pubco Common Stock that Pubco will and potentially will issue in connection with the Proposed Transaction will exceed 20% of both the voting power and the shares of Pubco Common Stock outstanding before such issuance and may result in a change of control under the applicable Nasdaq Listing Rules. Accordingly, ATII is seeking the approval of the holders of ATII Ordinary Shares for the issuance of shares of Pubco Common Stock in connection with the Proposed Transaction.

For additional information, please see the section titled “Proposal No. 4 – The Stock Issuance Proposal.”

Proposal No. 5 — The Organizational Documents Proposal (page 178)

If each of the Business Combination Proposal, the Domestication Merger Proposal, the Director Election Proposal and the Stock Issuance Proposal are approved, ATII will ask the holders of ATII Ordinary Shares to approve and adopt, by Special Resolution of the holders of ATII Ordinary Shares, the Organizational Documents Proposal in connection with the replacement of the Current Charter, under the Companies Act, with the Proposed Organizational Documents, under the DGCL. The ATII Board has unanimously approved the Organizational Documents Proposal and recommended its approval to the holders of ATII Ordinary Shares at the extraordinary general meeting, and believes the Organizational Documents Proposal is necessary to adequately address the needs of Pubco following the Closing.

For additional information, please see the section titled “Proposal No. 5 – The Organizational Documents Proposal”.

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Proposal No. 6 — The Advisory Organizational Documents Proposals (page 180)

ATII will ask the holders of ATII Ordinary Shares to approve, by Ordinary Resolution of the holders of ATII Ordinary Shares, on a non-binding advisory basis, six (6) separate Advisory Organizational Documents Proposals in connection with the replacement of the Current Charter, under the Companies Act, with the Proposed Organizational Documents, under the Companies Act, DGCL and DLLCA. The ATII Board has unanimously approved each of the Advisory Organizational Documents Proposals and recommended their approval to the holders of ATII Ordinary Shares, and believes each of the Advisory Organizational Documents Proposals are necessary to adequately address the needs of Pubco following the Closing.

A brief summary of each of the Advisory Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents, copies of which are attached to this proxy statement/prospectus as Annex B-1 and Annex B-2.

(A)Advisory Organizational Documents Proposal 6A (Authorized Shares) — to approve and adopt an amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize the amendment and redesignation of the authorized share capital of ATII from (a) 400,000,000 ATII Ordinary Shares and 1,000,000 preference shares, par value $0.0001 per share, of ATII to (b) [500,000,000] shares of Pubco Common Stock and [5,000,000] shares of preferred stock of Pubco, par value $0.0001 per share.

(B)Advisory Organizational Documents Proposal 6B (Exclusive Forum Provision) — to approve and adopt an amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize adopting Delaware as the exclusive forum for certain stockholder litigation and adopting the federal district courts of the United States as the exclusive forum for resolving complaints asserting a cause of action under the Securities Act of 1933, as amended, with effect from the Domestication Merger Effective Time.

(C)Advisory Organizational Documents Proposal 6C (Required Vote to Amend Charter) — to approve and adopt an amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize provisions providing that the affirmative vote of at least two-thirds of the voting power of all the then outstanding shares of capital stock of Pubco entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind any provision of Articles IV through XI of the Proposed Charter in accordance with the DGCL and the Companies Act.

(D)Advisory Organizational Documents Proposal 6D (Removal of Directors) — to approve and adopt an amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize provisions permitting the removal of a director, only for cause, by the affirmative vote of at least two-thirds of the outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors, voting together as a single class.

(E)Advisory Organizational Documents Proposal 6E (Stockholder Action by Written Consent) — to approve and adopt an amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize provisions that require or permit stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting.

(F)Advisory Organizational Documents Proposal 6F (Additional Changes) — to approve and adopt an amendment to the Current Charter, with effect at the Domestication Merger Effective Time, to authorize certain additional changes, including, among other things, (i) making Pubco’s corporate existence perpetual and (ii) removing certain provisions related to ATII’s status as a blank check company that will no longer be applicable upon Closing, all of which the ATII Board believes is necessary to adequately address the needs of Pubco after the Business Combination.

For additional information, see the section titled “Proposal No. 6 – The Advisory Organizational Documents Proposals.”

Proposal No. 7 — The Equity Incentive Plan Proposal (page 189)

ATII will ask the holders of ATII Ordinary Shares to approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Forge Nano Holdings Inc. 2026 Omnibus Incentive Compensation Plan (the “2026 Equity Plan”), a copy of which is attached to this proxy statement/prospectus as Annex G (the “Equity Incentive Plan Proposal”). The ATII Board has unanimously approved the Equity Incentive Plan Proposal and recommended its approval to the holders of ATII Ordinary Shares at the extraordinary general meeting

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For additional information, see “Proposal No. 7 – the Equity Incentive Plan Proposal.”

Proposal No. 8 — The Adjournment Proposal (page 195)

If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize ATII to consummate the Business Combination (because any of the Condition Precedent Proposals has not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved)), the ATII Board may submit a proposal to the holders of ATII Ordinary Shares to approve, by way of an Ordinary Resolution of the holders of ATII Ordinary Shares, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies.

For additional information, see “Proposal No. 8 – The Adjournment Proposal.”

Condition Precedent Proposals

Each of Proposal Nos. 1, 2, 3, 4, 5 and 7 are cross-conditioned on the approval of each other. The Advisory Organizational Documents Proposals 6A-F and the Adjournment Proposal are not cross-conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. Notwithstanding the order of the resolutions on the notice to the extraordinary general meeting, the Adjournment Proposal may be presented first to the holders of ATII Ordinary Shares if, based on the tabulated vote collected at the time of the extraordinary general meeting, there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

Date, Time and Place of the Extraordinary General Meeting

The extraordinary general meeting will be held at            Eastern Time on           , 2026 and will be a virtual meeting conducted via live webcast at            (the “extraordinary general meeting website”). For the purposes of Cayman Islands law and the Current Charter, the physical location of the extraordinary general meeting will be at the offices of ATII at.

Registering for the Extraordinary General Meeting

Any holder of ATII Ordinary Shares wishing to attend the extraordinary general meeting virtually must pre-register for the extraordinary general meeting at            by            Eastern Time on           , 2026. For purposes of attendance at the extraordinary general meeting, all references in this proxy statement to “present” shall mean virtually present at the extraordinary general meeting. To register for the extraordinary general meeting, please follow these instructions as applicable to the nature of your ownership of ATII Ordinary Shares:

· If your ATII Ordinary Shares are registered in your name with the Transfer Agent and you wish to attend the virtual meeting, go to           , enter the 12-digit control number included on your proxy card or notice of the extraordinary general meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the extraordinary general meeting you will need to log back into the extraordinary general meeting site using your control number. Pre-registration is recommended, but is not required in order to attend.

· If your ATII Ordinary Shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the ATII Ordinary Shares held for you in what is known as “street name.” Beneficial holders of ATII Ordinary Shares who wish to attend the extraordinary general meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their ATII Ordinary Shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to           . Beneficial holders of ATII Ordinary Shares who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the virtual extraordinary general meeting. After contacting the Transfer Agent, such holder of ATII Ordinary Shares will receive an e-mail prior to the extraordinary general meeting with a link and instructions for attending the virtual extraordinary general meeting. Beneficial holders of ATII Ordinary Shares should contact the Transfer Agent at least five business days prior to the extraordinary general meeting date in order to ensure access.

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Voting Power; Record Date

Only holders of ATII Ordinary Shares at the close of business on the Record Date are entitled to notice of the extraordinary general meeting and to vote at the extraordinary general meeting pursuant to the Companies Act and the Current Charter. A list of holders of ATII Ordinary Shares entitled to vote at the extraordinary general meeting will be available at our principal executive offices located at 2093 Philadelphia Pike #1968, Claymont, DE 19703, during regular business hours for a period of no less than ten days prior to the extraordinary general meeting, as well as electronically at the extraordinary general meeting website. As of            , 2026, which is the Record Date for the extraordinary general meeting, there were 29,590,000 ATII Ordinary Shares outstanding, of which 23,000,000 were ATII Public Shares held by persons other than the Insiders. Holders of ATII Ordinary Shares will be entitled to one vote for each ATII Ordinary Share owned at the close of business on the Record Date.

If you hold your ATII Ordinary Share in “street name”, you should instruct your bank, broker or other nominee how to vote your ATII Ordinary Shares at the extraordinary general meeting in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Business Combination Proposal, without your instructions. ATII Warrants do not have voting rights.

A quorum of holders of ATII Ordinary Shares is necessary to hold a valid extraordinary general meeting. A quorum will be present at the extraordinary general meeting if the holders of at least a majority of the 29,590,000 issued and outstanding ATII Ordinary Shares entitled to vote at the extraordinary general meeting as of the Record Date are represented in person or by proxy.

As such, the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least 14,795,001 additional holders of ATII Ordinary Shares, entitled to vote at the extraordinary general meeting as of the Record Date, would be required to achieve a quorum at the extraordinary general meeting.

Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, at the extraordinary general meeting and will attend the extraordinary general meeting, we would need the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, to establish a quorum to hold the extraordinary general meeting in connection with the Proposed Transaction.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter. In the event that quorum is not present at the extraordinary general meeting, it is expected that the extraordinary general meeting will be adjourned to solicit additional proxies.

Abstentions and Broker Non-Votes

If your ATII Ordinary Shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the ATII Ordinary Shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your ATII Ordinary Shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your ATII Ordinary Shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your ATII Ordinary Shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the holders of ATII Ordinary Shares will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your ATII Ordinary Shares without your instruction. Your bank, broker, or other nominee can vote your ATII Ordinary Shares only if you provide instructions on how to vote. As the beneficial holder of the ATII Ordinary Shares, you have the right to direct your broker, bank or other nominee as to how to vote your ATII Ordinary Shares and you should instruct your broker to vote your ATII Ordinary Shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your ATII Ordinary Shares will not be voted on that proposal. This is called a “broker non-vote.”

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Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter.

Vote Required for Approval

The approval and adoption of the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposal and the Equity Incentive Plan Proposal requires an Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by holders of the ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming presence of a quorum).

The approval and adoption of the Domestication Merger Proposal and the Organizational Documents Proposal requires a Special Resolution of the holders of ATII Ordinary Shares under Companies Act and the Current Charter, being a resolution passed by the affirmative vote of at least two-thirds of votes cast by holders of the ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming presence of quorum).

Each Condition Precedent Proposal is conditioned upon the approval of the other Condition Precedent Proposals. Therefore, if all Condition Precedent Proposals are not approved, none of the Condition Precedent Proposals will have any effect, even if certain Condition Precedent Proposals are approved by holders of ATII Ordinary Shares. The Advisory Organizational Documents Proposals are not conditioned upon any other proposal.

The approval of the Adjournment Proposal requires an Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by the holders of the ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming presence of a quorum). The Adjournment Proposal is not conditioned upon any other proposal.

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 of the 29,590,000 issued and outstanding ATII Ordinary Shares as if the Record Date. As a result, 8,205,001 additional votes of holders of ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal and, if presented, the Adjournment Proposal, while 13,136,667 additional votes of holders of ATII Public Shares, or approximately 57.12% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Special Resolution of the holders of ATII Ordinary Shares, the Domestication Merger Proposal and the Organizational Documents Proposal.

Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, at the extraordinary general meeting and will attend the extraordinary general meeting, we would need the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, to establish a quorum to hold the extraordinary general meeting in connection with the Proposed Transaction.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter. In the event that quorum is not present at the extraordinary general meeting, it is expected that the extraordinary general meeting will be adjourned to solicit additional proxies.

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Stock Ownership and Interests of Certain Persons

ATII Ordinary Shares Held by Insiders

Unaffiliated security holders of ATII should keep in mind that the Insiders, including the Sponsor and each of ATII’s directors and officers, and entities affiliated with them, have interests in the proposals that are different from, or in addition to, those of the unaffiliated security holders of ATII. See “Proposal No. 1 —  The Business Combination Proposal — Interests of the Sponsor, and ATII’s Directors and Officers in the Business Combination” and “Certain Relationships and Related Persons Transactions” for more information related to certain transactions and arrangements with the Insiders. The existence of financial and personal interests of one or more of ATII’s directors may result in a conflict of interest of ATII and the unaffiliated ATII Public Shareholders and what he, she or they may believe is best for himself, herself or themselves. In addition, the Sponsor and ATII’s officers have interests in the Business Combination that may conflict with your interests as an unaffiliated security holder of ATII. The financial interests of the Insiders may have influenced their motivation in identifying and selecting Forge Nano as a business combination target, completing an initial business combination with Forge Nano and influencing the operation of the business following the Closing.

In connection the recommendation of the ATII Board to vote for the proposals, holders of ATII Ordinary Shares should consider these interests. The Insiders and BTIG have each agreed to vote all of their respective Founder Shares and ATII Private Shares purchased in a private placement concurrently with the IPO in favor of the proposals being presented at the extraordinary general meeting.

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 of the 29,590,000 issued and outstanding ATII Ordinary Shares as if the Record Date. As a result, 8,205,001 additional votes of holders of ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal and, if presented, the Adjournment Proposal, while 13,136,667 additional votes of holders of ATII Public Shares, or approximately 57.12% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Special Resolution of the holders of ATII Ordinary Shares, the Domestication Merger Proposal and the Organizational Documents Proposal.

Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, at the extraordinary general meeting and will attend the extraordinary general meeting, we would need the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, to establish a quorum to hold the extraordinary general meeting in connection with the Proposed Transaction.

We currently expect that each of the Insiders and BTIG will vote all of their respective ATII Ordinary Shares (1) “FOR” the Business Combination Proposal, (2) “FOR” the Domestication Merger Proposal, (3) “FOR” the Director Election Proposal, (4) “FOR” the Stock Issuance Proposal, (5) “FOR” the Organizational Documents Proposal, (6) “FOR” the Advisory Organizational Documents Proposal, (7) “FOR” the Equity Incentive Plan Proposal and (8) “FOR” the Adjournment Proposal, if needed.

Voting at the Extraordinary General Meeting

You can vote at the extraordinary general meeting, which will be held at           Eastern Time on           , 2026, at            (unless the extraordinary general meeting is adjourned or postponed).

You may also authorize the persons named as proxies on the proxy card to vote your ATII Ordinary Shares by returning the proxy card in advance by mail, over the Internet or by telephone. Although ATII offers three different voting methods, ATII encourages you to vote over the Internet or by phone as ATII believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the extraordinary general meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective and reliable alternatives to returning your proxy card by mail. If you choose to vote your shares over the Internet or by telephone, there is no need for you to submit your proxy card by mail.

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To Vote Over the Internet:

Vote at           in advance of the extraordinary general meeting. The Internet voting system is available 24 hours until 11:59 p.m. Eastern Time on           , 2026. Once you enter the Internet voting system, you can record and confirm (or change) your voting instructions.

To Vote by Telephone:

Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours per day in the United States until 11:59 p.m. Eastern Time on           , 2026. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.

To Vote by Proxy Card:

If you received a proxy card, mark your voting instructions on the card and sign, date and return it in the postage-paid envelope provided. For your mailed proxy card to be counted, we must receive it before            Eastern Time on           , 2026.

All ATII Ordinary Shares represented by properly signed and dated proxies received by the deadline indicated above will be voted at the extraordinary general meeting in accordance with the instructions of the holder of such ATII Ordinary Shares. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” the Business Combination Proposal; (2) “FOR” the Domestication Merger Proposal; (3) “FOR” the Director Election Proposal; (4) “FOR” the Stock Issuance Proposal; (5) “FOR” the Organizational Documents Proposal; (6) “FOR” the Advisory Organizational Documents Proposal; (7) “FOR” the Equity Incentive Plan Proposal; and (8) “FOR” the Adjournment Proposal, if needed. Proxy cards that are returned without a signature will not be counted as present at the extraordinary general meeting and cannot be voted under the Companies Act and the Current Charter.

If your ATII Ordinary Shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the extraordinary general meeting and voting using your control number, or, if you did not obtain a control number, contacting your bank, broker or other nominee to obtain a control number so that you may vote. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend and vote at the extraordinary general meeting, your shares will not be considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter.

Revocability of Proxies

Any proxy given by a holder of ATII Ordinary Shares may be revoked at any time prior to the extraordinary general meeting by doing any of the following:

● if a proxy was submitted by telephone or over the Internet, by submitting another proxy by telephone or over the Internet, in accordance with the instructions detailed in the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of ATII – Voting at the Extraordinary General Meeting” at any time before the closing of the voting facilities by 11:59 p.m. Eastern Time on       , 2026;

● by submitting a properly signed and dated proxy card with a date later than the date of the previously submitted proxy relating to the same ATII Ordinary Shares, provided such proxy card is received no later than the close of business of       , 2026;

● by delivering a signed written notice of revocation bearing a date later than the date of the proxy to the offices of ATII at 2093 Philadelphia Pike #1968, Claymont, DE 19703, stating that the proxy is revoked, provided such written notice is received no later than the close of business on         , 2026; or

● by attending the extraordinary general meeting and voting thereat (your attendance at the extraordinary general meeting will not, by itself, revoke your proxy).

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If you hold your ATII Ordinary Shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote.

Any adjournment, postponement or other delay of the extraordinary general meeting, including pursuant to the Adjournment Proposal for the purpose of soliciting additional proxies, will allow holders of ATII Ordinary Shares who have already sent in their proxies for the extraordinary general meeting to revoke them at any time prior to their use at the adjourned, postponed or delayed extraordinary general meeting.

ATII Board’s Recommendation (page 126)

The ATII Board, after considering the factors more fully described in the enclosed proxy statement/prospectus, has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Business Combination, are fair to and in the best interests of ATII and the holders of ATII Ordinary Shares, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated therein, including the Business Combination, (iii) directed that the adoption of the Merger Agreement be submitted to a vote of the holders of ATII Ordinary Shares at the extraordinary general meeting and (iv) resolved to recommend the adoption of the Merger Agreement and the approval of the Business Combination by holders of ATII Ordinary Shares at the extraordinary general meeting. The ATII Board unanimously recommends that you vote: (1) “FOR” the Business Combination Proposal; (2) “FOR” the Domestication Merger Proposal; (3) “FOR” the Director Election Proposal; (4) “FOR” the Stock Issuance Proposal; (5) “FOR” the Organizational Documents Proposal; (6) “FOR” the Advisory Organizational Documents Proposal; (7) “FOR” the Equity Incentive Plan Proposal; and (8) “FOR” the Adjournment Proposal.

For a more complete description of the ATII Board’s reasons for the approval of the Business Combination and the recommendation of the ATII Board, see the section titled “Proposal No. 1 – The Business Combination Proposal – the ATII Board Reasons for the Approval of the Business Combination.”

When you consider the recommendation of the ATII Board to vote in favor of approval and adoption of the proposals, you should keep in mind that the Sponsor, ATII’s directors and officers and entities affiliated with them have interests in the Business Combination Proposal, the Domestication Merger Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal that are different from or in addition to (and which may conflict with) your interests as an unaffiliated security holder of ATII.

The existence of financial and personal interests of one or more of ATII’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they believes is in the best interests of ATII and the holders of ATII Ordinary Shares and what he, she or they may believe is best for himself, herself or themselves. In addition, the Sponsor and ATII’s officers have interests in the Business Combination that may conflict with your interests as an unaffiliated security holder of ATII. The financial interests of the Sponsor, as well as ATII’s directors and officers, may have influenced their motivation in identifying and selecting Forge Nano as a business combination target, completing an initial business combination with Forge Nano and influencing the operation of the business following the Closing. In considering the recommendation of the ATII Board to vote for the proposals, holders of ATII Ordinary Shares should consider these interests. Further, the unaffiliated security holders of ATII should keep in mind that Forge Nano’s officers, directors and entities affiliated with them have interests in such proposals that are different from, or in addition to, those of unaffiliated security holders of ATII. See “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and ATII’s Directors and Officers in the Business Combination” and “Certain Relationships and Related Persons Transactions” for more information related to certain transactions and arrangements between Forge Nano and Forge Nano’s directors and officers.

Redemption Rights

Pursuant to the Current Charter, an ATII Public Shareholder may elect to have ATII redeem all or a portion of the ATII Public Shares held by such ATII Public Shareholder in exchange for cash if the Business Combination (or any other initial business combination) is consummated during the Completion Window. If the Business Combination is approved and completed during the Completion Window, an ATII Public Shareholder will be entitled to receive cash in exchange for any ATII Public Shares held by such ATII Public Shareholder only if:

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(i) (a) such ATII Public Shareholder holds ATII Public Shares or (b) such ATII Public Shareholder holds ATII Public Shares through ATII Public Units and elects to separate its ATII Public Units into the underlying ATII Public Shares and ATII Public Warrants prior to exercising its redemption rights with respect to the ATII Public Shares;

(ii) such ATII Public Shareholder submits a written request to the Transfer Agent including the legal name, phone number and address of the beneficial owner of the ATII Public Shares for which redemption is requested, that ATII redeem all or a portion of such ATII Public Shareholder’s ATII Public Shares in exchange for cash; and

(iii) such ATII Public Shareholder tenders or delivers your share certificates for ATII Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically through DTC.

ATII Public Shareholders must complete the procedures for electing to redeem their ATII Public Shares in the manner described above prior to       Eastern Time on        , 2026 (up to two business days prior to the initially scheduled vote on the Business Combination Proposal and the other proposals included in this proxy statement/prospectus) in order for their ATII Public Shares to be redeemed. Holders of ATII Public Units must elect to separate any ATII Public Units held by them into the underlying ATII Public Shares and ATII Public Warrants prior to exercising their redemption rights with respect to the ATII Public Shares. ATII Public Shareholders may elect to redeem their ATII Public Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination (or any other initial business combination) is not consummated during the Completion Window, the ATII Public Shares will be returned to their respective holder, broker or bank.

If the Business Combination (or any other initial business combination) is consummated during the Completion Window, and if any ATII Public Shareholder properly exercises their right to redeem all or a portion of the ATII Public Shares that they hold and timely tenders or delivers its ATII Public Share certificates (if any) and other redemption forms (as applicable) to the Transfer Agent, ATII will redeem such ATII Public Shares for a per-share price, payable in cash, equal to quotient obtained by dividing (1) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination (or any other initial business combination) during the Completion Window, including interest earned on the Trust Account (net of taxes paid or payables, if any), by (2) the aggregate number of ATII Public Shares then issued and outstanding. For illustrative purposes, as of March 31, 2026, this would have amounted to approximately $10.52 per issued and outstanding ATII Public Share based on the value of the funds in the Trust Account of approximately $242.0 million. If any ATII Public Shareholder exercises their redemption rights in full, then they will be electing to exchange all of their ATII Public Shares in exchange for cash and will thereafter no longer own ATII Public Shares. See “Extraordinary General Meeting of ATII — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your ATII Public Shares in exchange for cash.

Notwithstanding the foregoing, pursuant to the Current Charter, any ATII Public Shareholder, together with any affiliate of such ATII Public Shareholder or any other person with whom such ATII Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its ATII Public Shares with respect to more than an aggregate of 15% of the ATII Public Shares then issued and outstanding without ATII’s prior consent. Accordingly, if any ATII Public Shareholder, alone or acting in concert or as a “group,” seeks to redeem more than an aggregate of 15% of the ATII Public Shares then issued and outstanding, then any such ATII Public Shares in excess of that 15% limit would not be redeemed without ATII’s prior consent.

Holders of the ATII Warrants will not have Redemption Rights with respect to the ATII Warrants pursuant to the terms of the ATII Warrant Agreement and the Current Charter.

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Ownership of Pubco after the Closing

Upon consummation of the Business Combination, the post-Closing share ownership of Pubco under (1) the No Additional Redemptions Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the Maximum Redemptions Scenario, excluding the dilutive effect of Pubco SPAC Warrants, Pubco Forge Nano Warrants, Pubco Ascent Warrants, Pubco Options, PIPE Warrants, Reset PIPE Warrants, Additional PIPE Warrants and Earn-Out Shares, would be as follows:

	Voting Interests in Pubco
	No Additional			25%			50%			75%			Maximum
	Redemptions(1)			Redemptions(2)			Redemptions(3)			Redemptions(4)			Redemptions(5)
	Shares	%		Shares	%		Shares	%		Shares	%		Shares	%
ATII Public Shareholders	23,000,000	15.3	%	17,250,000	11.9	%	11,500,000	8.3	%	5,750,000	4.3	%	—	0.0	%
Initial Shareholders(6)	3,290,000	2.2	%	3,290,000	2.3	%	3,290,000	2.4	%	3,290,000	2.5	%	3,290,000	2.6	%
Forge Nano Stockholders(7)	108,758,914	72.2	%	108,758,914	75.1	%	108,758,914	78.2	%	108,758,914	81.5	%	108,758,914	85.2	%
PIPE Investors (8)	15,600,000	10.3	%	15,600,000	10.7	%	15,600,000	11.1	%	15,600,000	11.7	%	15,600,000	12.2	%
Total	150,648,914	100.0	%	144,898,914	100.0	%	139,148,914	100.0	%	133,398,914	100.0	%	127,648,914	100.0	%

(1) Assumes that no ATII Public Shareholders exercise redemption rights with respect to their redeemable ATII Public Shares in exchange for a pro rata share of the funds in the Trust Account.

(2) Assumes that 25% of maximum redeemable ATII Public Shares, or 5,750,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $60.5 million from the funds in the Trust Account based on the Assumed Redemption Price.

(3) Assumes that 50% of maximum redeemable ATII Public Shares, or 11,500,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $121.0 million from the funds in the Trust Account based on the Assumed Redemption Price.

(4) Assumes that 75% of maximum redeemable ATII Public Shares, or 17,250,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $181.5 million from the funds in the Trust Account based on the Assumed Redemption Price.

(5) Assumes that 100% of maximum redeemable ATII Public Shares, or 23,000,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $242.0 million from the funds in the Trust Account based on the Assumed Redemption Price.

(6) Consists of (i) the 2,450,000 shares of Pubco Common Stock issued to the Sponsor and the Initial Shareholders in exchange for 2,450,000 Founder Shares (assuming that 3,300,000 shares of Pubco Common Stock issued in exchange for 3,300,000 Founder Shares are transferred by the Sponsor to the PIPE Investors upon the Closing pursuant to the Purchaser Support Agreement), (ii) the 530,000 ATII Private Shares held by the Sponsor and (iii) the 310,000 ATII Private Shares held by BTIG.

(7) Consists of (i) the 108,758,914 shares of Pubco Common Stock issuable in respect of 3,827,857 shares of Forge Nano Common Stock (including shares of Forge Nano Common Stock issued upon conversion of Forge Nano Preferred Stock immediately prior to the First Effective Time (including all outstanding shares of Forge Nano Series D Preferred Stock issued following December 31, 2025)) based on the Exchange Ratio. The Exchange Ratio is based the Forge Nano Common Stock, Forge Nano Preferred Stock and Forge Nano Common Stock underlying the Forge Nano Convertible Securities, in each case, outstanding as of , 2026, and does not reflect any issuances of Forge Nano Common Stock, Forge Nano Preferred Stock or Forge Nano Convertible Securities after such date.

(8) Consists of (i) the 10,000,000 PIPE Subscribed Shares acquired by the Initial PIPE Investor pursuant to the PIPE Subscription Agreement at a subscription price of $10.00 per share, (ii) the 3,300,000 Founder Shares transferred by the Sponsor to the PIPE Investors in connection with the PIPE Financing for no additional cash consideration pursuant to the Purchaser Support Agreement, and (iii) the 2,300,000 Additional PIPE Subscribed Shares to be acquired by the Additional PIPE Investors pursuant to the Additional PIPE Subscription Agreements at a subscription price of $10.00 per share. After giving effect to the transfer of

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the 3,000,000 Founder Shares from the Sponsor, the Initial PIPE Investor’s effective purchase price for shares of Pubco Common Stock received in connection with the PIPE Financing is approximately $7.69 per share, which is lower than the approximately $10.52 per share that ATII Public Shareholders would otherwise receive based on the Assumed Redemption Price

The following table illustrates varying ownership levels of Pubco immediately following the Business Combination on a fully diluted basis⁽¹⁾:

	Voting Interests in Pubco
	No			25%			50%			75%			Maximum
	Redemption			Redemptions			Redemptions			Redemptions			Redemptions
	Shares	%		Shares	%		Shares	%		Shares	%		Shares	%
ATII Public Shareholders(2)	34,500,000	11.7	%	28,750,000	10.0	%	23,000,000	8.1	%	17,250,000	6.2	%	11,500,000	4.2	%
Initial Shareholders(3)	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.4	%
Forge Nano Stockholders(4)	210,000,000	71.5	%	210,000,000	72.9	%	210,000,000	74.4	%	210,000,000	75.9	%	210,000,000	77.5	%
PIPE Investors(5)	45,600,000	15.5	%	45,600,000	15.8	%	45,600,000	16.2	%	45,600,000	16.6	%	45,600,000	16.9	%
Total	293,810,000	100.0	%	288,060,000	100.0	%	282,310,000	100.0	%	276,560,000	100.0	%	270,810,000	100.0	%

(1) This table makes the same assumptions as in the preceding ownership table, except that this table reflects certain dilutive issuances as described in the following footnotes. This table excludes any ATII Ordinary Shares issuable upon exercise of the Pubco Options.

(2) Includes the 11,500,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants issued in exchange for the ATII Public Warrants.

(3) Includes the 420,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants issued in exchange for the ATII Private Warrants.

(4) Includes (i) the 8,896,715 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants, consisting of (a) the 1,859,028 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 65,430 shares of Forge Nano Common Stock issuable upon exercise of Forge Nano OIC Penny Warrants at an exercise price of $0.01 per share, based on the Exchange Ratio, (b) the 6,692,560 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 235,550 shares of Forge Nano Common Stock issuable upon exercise of Forge Nano OIC Warrants at an exercise price of $       per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, (c) the 88,022 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 3,098 shares of Forge Nano Common Stock underlying the Forge Nano SVB Warrants at an exercise price of $        per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, and (d) the 257,105 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 9,049 shares of Forge Nano Common Stock underlying the Forge Nano SEP Warrants at an exercise price of $        per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, (ii) the 2,344,371 shares of Pubco Common Stock underlying the Pubco Ascent Warrants issued in exchange for the 82,512 shares of Forge Nano Common Stock underlying the Forge Nano Ascent Options, at an exercise price of $         per share as of immediately prior to the First Effective Time expiring on December 31, 2028, subject to extension to December 31, 2029 at the holder’s election, in which case the exercise price per share applicable to any exercise occurring between January 1, 2029 and December 31, 2029 will increase by 25%, from $         to $         per share, based on the Exchange Ratio and (iii) the 90,000,000 Earn-Out Shares to be distributed to the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Forge Nano Convertible Securities upon achievement of certain milestones during the Earn-Out Period pursuant to the Merger Agreement.

(5) Includes (i) the 15,000,000 shares of Pubco Common Stock underlying the PIPE Warrants, with an exercise price of $10.00 per share (subject to adjustments as described in this proxy statement/prospectus), (ii) the 5,000,000 shares of Pubco Common Stock underlying the Additional Warrants, with an exercise price of $10.00 per share (subject to adjustments as described in this proxy statement/prospectus) and (iii) the 10,000,000 shares of Pubco Common Stock underlying the Reset Warrants, with an initial exercise price equal to the PIPE Reset Price (subject to adjustments as described in this proxy statement/prospectus).

The table above excludes the dilutive impact of shares of Pubco Common Stock that will be available for issuance under Pubco’s incentive award plan immediately following completion of the Business Combination. Pubco Shareholders will experience additional dilution to the extent Pubco issues additional shares of Pubco Common Stock after the Closing.

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In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions by holders of ATII Public Shares will increase the dilutive effect of these issuances on non-redeeming holders of the ATII Public Shares.

The securities to be issued to the Sponsor, the Initial Shareholders, the Insiders, the Forge Nano Stockholders and the PIPE Investors may result in a material dilution of the equity interests of non-redeeming ATII Public Shareholders.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 1 — The Business Combination Proposal — Ownership of Pubco After the Closing.”

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”. For more information, including the ownership percentages in the No Additional Redemptions Scenario and the effect of certain dilutive securities, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Ownership of Pubco After the Closing”.

Proxy Solicitation

The ATII Board is soliciting your proxy and ATII will bear the cost of soliciting proxies.         has been retained to assist with the solicitation of proxies. ATII expects to pay         a fee of $         , plus certain costs associated with additional services, as necessary, and         will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the extraordinary general meeting. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of ATII Ordinary Shares, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses in accordance with SEC and Nasdaq regulations. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by         or, without additional compensation, by ATII, the ATII Directors or any officers and employees of ATII. This solicitation is being made by mail but also may be made by telephone. ATII, the ATII Directors and any officers and employees of ATII may also solicit proxies online. ATII will file with the SEC all scripts and other electronic communications as proxy soliciting materials.

If a holder of ATII Ordinary Shares grants a proxy, such holder may still vote its ATII Ordinary Shares in person if it revokes its proxy before the extraordinary general meeting. A holder of ATII Ordinary Shares also may change its vote by submitting a later-dated proxy as described in “Extraordinary General Meeting of ATII — Revoking Your Proxy.”

Anticipated Date of Consummation of the Business Combination

Assuming the timely satisfaction of necessary closing conditions, including the approval by the holders of ATII Ordinary Shares, by Ordinary Resolution of the holders of ATII Ordinary Shares, of the Business Combination Proposal, we currently anticipate that the Business Combination will be consummated in the third calendar quarter of 2026. However, the exact timing of consummation of the Business Combination cannot be predicted because the Business Combination is subject to closing conditions specified in the Merger Agreement and summarized in this proxy statement/prospectus, many of which are outside of our control.

Regulatory Matters

Neither ATII nor Forge Nano is aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the regulatory notices and approvals discussed in “Proposal No. 1 – The Business Combination Proposal — Merger Agreement — Closing Conditions — Conditions to the Obligations of Each Party.” It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

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Implications of Being an Emerging Growth Company

ATII is, and Pubco expects to be, an “emerging growth company” as defined in the Jumpstart Our Business Startups (the “JOBS Act”). As an “emerging growth company,” ATII takes, and Pubco may (and intends to) take, advantage of specified reduced reporting and other requirements that are otherwise applicable to public companies. These provisions include, among other things:

● exemption from the auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act in the assessment of the effectiveness of our internal control over financial reporting;

● exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies;

● exemption from compliance with certain types of new requirements adopted by the Public Company Accounting Oversight Board (United States) (“PCAOB”);

● exemption from the requirement to seek non-binding stockholder advisory votes on executive compensation and golden parachute arrangements;

● reduced disclosure about executive compensation arrangements; and

● the ability to present only two (2) years of audited financial statements and only two (2) years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in ATII’s and/or Pubco’s periodic reports and registration statements filed with the SEC, including in this proxy statement/prospectus.

ATII and/or Pubco may choose to take advantage of some, but not all, of these reduced burdens. For example, ATII and/or Pubco have (i) taken advantage of the reduced reporting requirement with respect to disclosure regarding executive compensation arrangements and (ii) presented only two (2) years of audited financial statements in this proxy statement/prospectus. In addition, ATII and/or Pubco may take advantage of the exemption from the auditor attestation requirement in the assessment on the effectiveness of their internal control over financial reporting. In addition, while ATII and/or Pubco have elected to avail themselves of the exemption to adopt new or revised accounting standards until those standards apply to private companies, ATII and/or Pubco are permitted and may elect to early adopt certain new or revised accounting standards for which the respective standard allows for early adoption. We have elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that ATII and/or Pubco (i) are no longer an “emerging growth company” as defined in the JOBS Act or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. For as long as ATII and/or Pubco take advantage of these reduced reporting obligations, the information that ATII and/or Pubco provide to holders of ATII Ordinary Shares or shares of Pubco Common Stock, as applicable, may be different from information provided by other similarly situated public companies.

ATII and/or Pubco will remain an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following February 12, 2030, (b) in which it has total annual gross revenue of at least $1.235 billion, or (c) in which it is deemed to be a large accelerated filer, which means the market value of its common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter and (2) the date on which it has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

Implications of Being a Smaller Reporting Company

Additionally, ATII is, and Pubco expects to be, a “smaller reporting company,” meaning that the market value of its ATII Ordinary Shares or shares of Pubco Common Stock, as applicable, held by non-affiliates is less than $700 million and annual revenue is less than $100 million during the most recently completed fiscal year. As such, ATII and/or Pubco are eligible for exemptions from various reporting requirements applicable to other public companies that are not “smaller reporting companies,” including, but not limited to, reduced disclosure obligations regarding executive compensation.

ATII and/or Pubco will remain a “smaller reporting company” until the last day of the fiscal year in which (1) the market value of ATII Ordinary Shares or shares of Pubco Common Stock, as applicable, held by non-affiliates exceeds $250 million as of the prior June 30 or (2) annual revenues exceed $100 million during such completed fiscal year and the market value of ATII Ordinary Shares or shares of Pubco Common Stock, as applicable, held by non-affiliates exceeds $700 million as of the prior June 30.

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Stock Exchange Listing of Pubco Common Stock and Pubco Warrants

Pubco intends to apply to list the (i) Pubco Common Stock and (ii) Pubco SPAC Warrants that were originally issued as part of the ATII Public Units on Nasdaq under the proposed symbols NANO and NANOW, respectively, upon the Closing.

Pursuant to the terms of the Merger Agreement, as a closing condition, Pubco is required to cause the Pubco Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by all of the parties to the Merger Agreement. It is important for you to know that, at the time of the extraordinary general meeting, Pubco may not have received from Nasdaq either confirmation of the listing of the Pubco Common Stock or that approval will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived by all of the parties to the Merger Agreement and therefore the Pubco Common Stock would not be listed on any nationally recognized securities exchange upon the Closing.

The ATII Public Units, ATII Public Shares and ATII Public Warrants are each currently quoted on Nasdaq. At the Domestication Merger Effective Time, the separate corporate existence of ATII will cease and the ATII Public Units, ATII Public Shares and ATII Public Warrants will each no longer be publicly traded and will be delisted from Nasdaq. In addition, the ATII Public Units, ATII Public Shares and ATII Public Warrants will each be deregistered under the Exchange Act, and ATII will no longer file periodic reports with the SEC.

U.S. Federal Income Tax Considerations

For a discussion summarizing certain material U.S. federal income tax considerations of the Domestication Merger and an exercise of Redemption Rights in connection with the Business Combination, please see “Material U.S. Federal Income Tax Considerations”.

Summary Unaudited Pro Forma Condensed Combined Financial Information

The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination and related transactions. The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although ATII will acquire all of the outstanding equity interests of Forge Nano in the Business Combination, ATII will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Forge Nano issuing shares for the net assets of ATII, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Forge Nano.

The summary unaudited pro forma condensed combined balance sheet data as of March 31, 2026, gives effect to the Business Combination and related transactions as if they had occurred on March 31, 2026. The summary unaudited pro forma condensed combined statements of operations data for the three months ended March 31, 2026, and for the year ended December 31, 2025 give effect to the Business Combination and related transactions as if they had occurred on January 1, 2025, the beginning of the earliest periods presented.

The Summary Pro Forma Information has been derived from, should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/​prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of ATII and Forge Nano for the applicable periods included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Pubco’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of Pubco following the reverse recapitalization.

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The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption for cash of ATII Public Shares:

● Assuming No Redemption Scenario:   This presentation assumes that none of the 23,000,000 ATII Public Shares, or 0% of the outstanding ATII Public Shares and 0% of all ATII Public Shares that are not subject to non-redemption agreements, are redeemed in connection with the Business Combination in exchange for a pro rata share of the funds in the Trust Account.

● Assuming Maximum Redemptions Scenario:    This presentation assumes that 23,000,000 ATII Public Shares, or 100% of the outstanding ATII Public Shares and 100% of all ATII Public Shares that are not subject to non-redemption agreements, are redeemed in connection with the Business Combination in exchange for aggregate redemption payments of $242.0 million (based on the value of the funds in the Trust Account on March 31, 2026), assuming a $10.52 per share redemption price. This scenario includes all adjustments contained in the No Additional Redemptions Scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

	No		Maximum
	Redemption		Redemptions
	(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the three months ended March 31, 2026
Net loss	$	(12,083)	$	(12,083)
Weighted average shares outstanding – basic and diluted		150,648,914		127,648,914
Basic and diluted net loss per share	$	(0.08)	$	(0.09)

	No		Maximum
	Redemption		Redemptions
	(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the year ended December 31, 2025
Net loss	$	(46,251)	$	(46,251)
Weighted average shares outstanding – basic and diluted		150,648,914		127,648,914
Basic and diluted net loss per share	$	(0.31)	$	(0.36)

	No		Maximum
	Redemption		Redemptions
	(in thousands)
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of March 31, 2026
Total assets	$	459,824	$	220,121
Total liabilities		847,676		847,676
Total stockholders’ deficit	$	(387,852)	$	(627,555)

Summary Risk Factors

ATII believes it is important to communicate its expectations to the holders of ATII Ordinary Shares. However, there may be events in the future that neither ATII nor Forge Nano are able to predict accurately or over which they have control. The section in this proxy statement/prospectus entitled “Risk Factors” and the other cautionary language discussed in this proxy statement/prospectus provide examples of certain risks, uncertainties and events that may cause actual results to differ materially from the expectations described by ATII or Forge Nano in such forward-looking statements. Set forth below is only a summary of certain principal risks associated with an investment in our securities. You should carefully consider the following discussion of risks, as well as the discussion of risks included elsewhere in this proxy statement/prospectus, including those described under “Risk Factors.”

● If Forge Nano does not successfully develop and deploy new technologies to address the needs of its customers, its business, financial condition and results of operations could be materially and adversely affected.

● Forge Nano operates in highly competitive and rapidly evolving markets, and may be unable to compete effectively.

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● The semiconductor tool and battery markets are cyclical and variable, which may cause significant fluctuations in Forge Nano’s results.

● Forge Nano is an early-stage company with a history of losses and expects to incur losses for the foreseeable future.

● If Forge Nano fails to manage growth and scale its operations effectively, Forge Nano’s business could be adversely affected.

● The proliferation of artificial intelligence presents competitive, legal, regulatory and other risks.

● Forge Nano is exposed to risks associated with a highly concentrated customer base.

● Cancellations, non-renewals or renegotiations of customer arrangements could adversely affect Forge Nano’s business and results of operations.

● If Forge Nano cannot meet the specifications and requirements of our customers or adequately provide them with effective support and services, customer satisfaction and retention may be affected, and it could materially and adversely impact Forge Nano’s business.

● Disruptions to Forge Nano’s supply chain and providers could impact Forge Nano’s ability to meet demand, increase Forge Nano’s costs, and adversely impact Forge Nano’s revenue and operating results.

● Product defects or safety issues could result in recalls, liability and reputational harm.

● Forge Nano may be unable to control input costs and achieve cost advantages as Forge Nano scales.

● Forge Nano is subject to risks of doing business internationally, including international sales and management of global operations.

● Forge Nano is exposed to foreign currency exchange rate fluctuations.

● Disruptions in Forge Nano’s information technology systems (or those of Forge Nano’s key suppliers, contract manufacturers, distributors, sales agents and other partners) or other cybersecurity incidents could adversely affect Forge Nano’s business operations and result in the loss or misappropriation of, and unauthorized access to, sensitive information.

● The availability and cost of raw materials that Forge Nano requires may fluctuate, which could adversely affect Forge Nano and Forge Nano’s customers.

● Forge Nano has outstanding indebtedness and may incur additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other corporate purposes.

● Forge Nano may require additional capital, which may not be available on acceptable terms or at all.

● Forge Nano may pursue acquisitions, including the acquisition of HzO, which could divert management’s attention, cause Forge Nano to incur unanticipated costs and liabilities, and fail to achieve the benefits anticipated by Forge Nano, any of which could adversely affect Forge Nano’s business, financial condition and results of operations.

● If Forge Nano is unable to protect or enforce Forge Nano’s intellectual property, Forge Nano’s business and competitive position would be harmed.

● Forge Nano is subject to environmental, health and safety regulations that could increase costs and affect Forge Nano’s operations.

● Forge Nano is subject to various risks related to new, different, inconsistent, or even conflicting laws, rules, and regulations that may be enacted by legislative or executive bodies and/or regulatory agencies in the countries in which Forge Nano operates.

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● Changes in trade policy, tariffs and export controls could limit Forge Nano’s sales and increase costs.

● Natural disasters, public health crises and other catastrophic events could disrupt Forge Nano’s operations.

● The requirements of being a public company may strain Forge Nano’s resources and distract Forge Nano’s management and Forge Nano will incur substantial costs as a result of being a public company.

● Sales of a substantial amount of Pubco Common Stock in the public market, particularly sales by Forge Nano’s executive officers, directors and significant stockholders, or the perception that these sales could occur, could cause the market price of Pubco Common Stock to decline.

● A decline in the price of Pubco Common Stock could affect Forge Nano’s ability to raise working capital and adversely impact Forge Nano’s ability to continue operations.

● Pubco does not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in Pubco’s capital stock must come from increases in the fair market value and trading price of Pubco’s capital stock.

● If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Pubco Securities may decline.

● Pubco will be controlled or substantially influenced by the Forge Nano Stockholders who receive Closing Payment Shares in connection with the Business Combination following the Closing, whose interests may conflict with other stockholders.

● The ATII Public Shareholders will experience immediate dilution as a consequence of the issuance of shares of Pubco Common Stock to the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any, in accordance with and subject to the terms and conditions of the Merger Agreement, as consideration in the Business Combination and due to future issuances pursuant to the Forge Nano Equity Incentive Plan.

● The Initial PIPE Investor subscribed for 10,000,000 shares of Pubco Common Stock at a subscription price of $10.00 per share, and will also be transferred an aggregate of 3,000,000 shares of Pubco Common Stock at the Closing by the Sponsor pursuant to the Purchaser Support Agreement. The effective purchase price per share for the Initial PIPE Investor taking into account this transfer from the Sponsor, is $7.69 for the Initial PIPE Investor.

● Sales of a substantial amount of shares of Pubco Common Stock in the public market, particularly sales by our executive officers, directors and significant stockholders, or the perception that these sales could occur, could cause the market price of shares of Pubco Common Stock to decline.

● The future exercise of registration rights may adversely affect the market price of the shares of Pubco Common Stock.

● Even if the Business Combination is consummated, the Pubco SPAC Warrants that were originally issued as part of the ATII Public Units may never be in the money, and they may expire worthless. The terms of the Pubco SPAC Warrants that were originally issued as part of the ATII Public Units may be amended in a manner adverse to a holder if holders of at least a majority of the then outstanding Pubco SPAC Warrants approve of such amendment.

● Pubco may redeem your unexpired Pubco SPAC Warrants that were originally issued as part of the ATII Public Units prior to their exercise at a time that is disadvantageous to you, thereby making such Pubco SPAC Warrants worthless.

● Pubco will be a “smaller reporting company” and “emerging growth company” under the U.S. federal securities laws, and the reduced reporting requirements applicable to “smaller reporting companies” and “emerging growth companies” could make the shares of Pubco Common Stock less attractive to investors.

● The Initial Shareholders, including the ATII Directors and officers of ATII, control a substantial interest in ATII prior to the Business Combination and thus may influence certain actions requiring a vote of the holders of ATII Ordinary Shares.

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● The Sponsor, ATII’s directors and officers and their affiliates have interests in the Business Combination and the proposals described in this proxy statement/prospectus that are different from, or in addition to and/or in conflict with, those of the holders of ATII Ordinary Shares generally.

● Non-redeeming ATII Public Shareholders will experience immediate dilution as a consequence of the issuance of Pubco Common Stock as consideration in the Business Combination and in connection with the PIPE Financing and the Additional PIPE Financing.

● The ability of ATII Public Shareholders to exercise redemption rights with respect to a large number of ATII Public Shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your ATII Public Shares.

● The ATII Board is not required to and did not obtain a fairness opinion in connection with the Business Combination. Holders of ATII Ordinary Shares are therefore relying on the judgment of the ATII Board, and will not have assurance from an independent source that the consideration ATII is paying for Forge Nano is fair to ATII from a financial point of view.

● Since the Sponsor, the ATII Directors and the officers of ATII have interests that are different, or in addition to (and which may conflict with), the interests of the holders of ATII Ordinary Shares generally, a conflict of interest may have existed in determining whether the Business Combination with Forge Nano is appropriate as our initial business combination within the Completion Window. Such interests include that the Sponsor will lose its entire investment in us if our initial business combination is not completed during the Completion Window.

● The historical financial results of Forge Nano and unaudited condensed combined pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what Pubco’s actual financial position or results of operations would have been.

● If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-ATII Public Share redemption amount received by any ATII Public Shareholder that redeems its ATII Public Share in exchange for cash may be less than $10.00 per share (which was the offering price per ATII Public Unit in the IPO).

● The process of taking a company public by means of a business combination with a SPAC is different from taking a company public through an underwritten public offering and may create risks for unaffiliated investors.

● Upon consummation of the Business Combination, the rights of holders of Pubco Common Stock arising under the DGCL as well as Proposed Organizational Documents will differ from and may be less favorable to the rights of holders of ATII Ordinary Shares arising under the Companies Act as well as our Current Charter.

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MARKET PRICE OF SECURITIES AND DIVIDENDS

Market Price of ATII Public Units, ATII Public Shares and ATII Public Warrants

Market Price and Ticker Symbol

The ATII Public Units, ATII Public Shares and ATII Public Warrants are currently listed on Nasdaq under the symbols “ATIIU,” “ATII” and “ATIIW,” respectively. The ATII Public Units began public trading on Nasdaq on February 11, 2025, and the ATII Public Shares and ATII Public Warrants began public trading on Nasdaq on April 3, 2025. The ATII Public Units will automatically separate into their component securities immediately prior to the Domestication Merger Effective Time and, as a result, will no longer trade as an independent security. Upon the Closing, the shares of Pubco Common Stock and the Pubco SPAC Warrants that were originally issued as ATII Warrants, as part of the ATII Public Units, and converted automatically at the Domestication Merger Effective Time pursuant to the terms of the ATII Warrant Agreement will be listed on Nasdaq under the symbols [  ] and [  ] respectively.

On April 20, 2026, the last trading date prior to the public announcement of the Proposed Transaction, ATII Public Units, ATII Public Shares and ATII Public Warrants closed at $10.53, $10.46 and $0.60, respectively. As of         , 2026 the last trading day immediately prior to the filing date of this proxy statement/prospectus, ATII Public Units, ATII Public Shares and ATII Public Warrants closed at $         , $        and $        , respectively.

Holders of the ATII Public Units, ATII Public Shares and ATII Public Warrants should obtain current market quotations for their securities. The market price of ATII Public Units, ATII Public Shares and ATII Public Warrants could vary at any time before or after the Closing.

Historical market price information regarding Forge Nano is not provided because there is no public market for Forge Nano’s securities. For more information, see the section titled “Forge Nano’s Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

Holders

As of the Record Date, there were        holders of record of ATII Public Units,        holders of record of ATII Public Shares,        holders of record of ATII Public Warrants,         holders of record of Founder Shares,         holders of record of ATII Private Shares and        holders of record of ATII Private Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose ATII Public Units, ATII Public Shares and ATII Public Warrants are held of record by banks, brokers and other financial institutions.

Dividends of ATII Ordinary Shares; Dividend Policy of Pubco Following the Business Combination

ATII has not paid any cash dividends on the ATII Ordinary Shares to date, and does not intend to pay cash dividends prior to the completion of the Business Combination. Pubco does not intend to pay cash dividends after the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon Pubco’s revenues and earnings following the Closing, if any, capital requirements and general financial conditions subsequent to completion of the Business Combination. The payment of any cash dividends on the shares of Pubco Common Stock subsequent to the completion of the Business Combination will be within the discretion of the Pubco Board at such time.

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RISK FACTORS

Holders of ATII Ordinary Shares should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. Certain of the following risk factors apply to the business and operations of Forge Nano and will also apply to the business and operations of Pubco following the completion of the Business Combination. If any of the following risks actually occurs, it may have a material adverse effect on the business, results of operations or financial condition of Forge Nano or Pubco, and could adversely affect the trading price of the shares of Pubco Common Stock following the Business Combination. The risks described in this “Risk Factors” section may change. If the risks and uncertainties that Forge Nano or Pubco plan for are incomplete, or if Forge Nano or Pubco fail to fully understand and manage these risks successfully, this failure may have a material adverse effect on the business, financial condition and results of operations of Pubco following the Business Combination. The following risks should be read in conjunction with the financial statements and notes to the financial statements included herein.

Unless the context requires otherwise, references to “Forge Nano”, “we”, “us”, “our” and “the company” in this section are to the business and operations of Forge Nano prior to the Business Combination and the business and operations of Pubco as directly or indirectly affected by Forge Nano by virtue of Pubco’s ownership of the business of Forge Nano following the Business Combination.

Risks Related to Forge Nano’s Business, Industry, and Operations

If Forge Nano does not successfully develop and deploy new technologies to address the needs of its customers, its business, financial condition and results of operations could be materially and adversely affected.

We devote significant resources to research and development, but there is no assurance that enhancements to our products or new features, capabilities or offerings will be accepted by the market, adequately differentiated, or priced competitively to gain adoption. If our research and development investments do not accurately anticipate customer demand or if we fail to develop our platforms in a manner that satisfies customer preferences in a timely and cost-effective manner, we may fail to retain our existing customers or increase demand for our platforms.

The introduction of new products and services by competitors or the development of entirely new technologies to replace existing offerings could make our products obsolete or adversely affect our business, financial condition, and results of operations. We may experience development, design or commercialization challenges that delay or prevent the introduction of new products, features or capabilities. In the past, we have experienced delays in internally planned release dates and there can be no assurance that future releases will occur on expected timelines or meet performance specifications. Any delays could result in adverse publicity, loss of revenue or market acceptance, or claims by customers brought against us, any of which could harm our business. Moreover, the design and development of new products or new features and capabilities to our existing platforms may require substantial investment, and we have no assurance that such investments will be successful. If customers do not widely adopt our new platforms, experiences, features, and capabilities, we may not be able to realize a return on our investment and our business, financial condition, and results of operations may be adversely affected.

Our new and existing platforms, or changes to such platforms, may fail to achieve market acceptance for many reasons, including:

● our failure to predict market demand accurately in terms of product functionality and to supply offerings that meet this demand in a timely fashion;

● product defects, errors, or failures or our inability to satisfy customer service level requirements;

● negative publicity or negative private statements about the performance, or effectiveness of our products or product enhancements;

● delays in releasing to the market our new offerings or enhancements to our existing offerings;

● introduction or anticipated introduction of competing products or functionalities by our competitors;

● inability of our products or product enhancements to scale and perform to meet customer demands;

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● receiving qualified or adverse opinions in connection with performance, certifications or audits, such as those related to device controls, performance standards, frameworks or compliance; and

● poor business conditions for our customers, causing them to delay purchases.

If we fail to anticipate customer needs or to timely develop, license or acquire features and capabilities that achieve market acceptance, our ability to retain customers, drive expansion and achieve anticipated revenue growth could be adversely affected. Because we derive, and expect to continue to derive, substantially all of our revenue from customers purchasing our products, market acceptance of these products and any enhancements or changes thereto, is critical to our success.

We operate in highly competitive and rapidly evolving markets, and we may be unable to compete effectively.

The semiconductor and battery markets are intensely competitive and subject to rapid technological change, and we may not be successful in competing in these industries. Our ability to compete depends on technology leadership, product performance, tool reliability and productivity, service and support, speed of innovation, time-to-market, manufacturing and supply chain efficiency, and total cost of ownership. Many competitors are large and well-capitalized, with significant installed bases and longstanding customer relationships, and may introduce new products more rapidly or engage in aggressive pricing or bundling that pressures our margins and commercial terms.

Our competitive position can also be affected by government industrial policies and export controls that favor domestic suppliers or restrict access to key markets, components, or technologies. In certain regions, including parts of Asia, state support and localization requirements may enable competitors to offer lower prices or more favorable terms, expand capacity more quickly, or sustain losses longer, which can lengthen sales cycles and impede our ability to win or retain business. Changes in U.S. or foreign export controls and sanctions could further limit our ability to sell, service, or obtain components in certain geographies, potentially ceding advantage to competitors not subject to comparable restrictions.

Customer qualification dynamics further intensify competition. Once a customer selects a supplier’s tool for a given process step, integration complexity, process stability, and the cost and time required to requalify alternatives often make incumbents difficult to displace. Our ability to win business or expand market share typically requires meeting stringent specifications through lengthy evaluations and demonstrating superior throughput, yield, uptime, defectivity, and cost of ownership. If we are unable to compete effectively on technology, performance, service, or price, our revenues, gross margins, market share, and business could be materially and adversely affected.

The semiconductor tool and battery markets are cyclical and variable, which may cause significant fluctuations in our results.

The semiconductor tool and battery markets are subject to variability and periods of rapid growth or decline, and the businesses of many of our customers are subject to significant fluctuations as a result of the cyclical nature of their industries and their sensitivity to general economic conditions, which could adversely affect their demand for our products and reduce our sales and profitability. Changes in demand can occur quickly and materially affect the timing and amount of our customers’ investments, complicating our forecasting and strategic resource allocation. During industry downturns, customers may reduce, delay or cancel orders, often with limited or no penalties, which can result in lower revenues, unfavorable product and customer mix, increased inventory and related reserves, and reduced factory and field utilization. In addition, customers’ weaker financial condition in down cycles may impair our ability to recognize revenue or collect receivables, each of which may adversely affect cash flows and operating results.

The timing, length and severity of industry cycles are inherently uncertain and can be influenced by factors outside our control, such as export controls, tariffs and other trade restrictions, shifts in national or regional industrial policies, inflation and interest rate movements, and geopolitical events. Cycles can be further amplified by customer consolidation and purchasing behavior, including long qualification cycles, limited penalties for rescheduling or cancellation, and tool reuse strategies that reduce new tool purchases in certain environments. If we fail to accurately forecast demand and align resources, inventory, and supply commitments accordingly, our revenues, gross margins, earnings and cash flows could be materially and adversely affected.

We are an early-stage company with a history of losses and expect to incur losses for the foreseeable future.

We are in the early stages of commercialization, have incurred net losses to date, and expect to continue incurring significant expenses and losses for the foreseeable future as we invest in technology development, production capacity, customer qualifications, and go-to-market activities. Early-stage semiconductor and battery companies typically experience sustained losses until they achieve

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meaningful production scale or licensing revenues, and the rate of loss may increase as we expand research and development, add manufacturing capability, build inventory, and scale public company infrastructure.

Our path to profitability depends on timely progress in product performance, yield and throughput improvements, cost reductions, supply-chain scaling, and customer adoption, each of which involves significant technical, operational, and market risk. Meeting target specifications and passing customer qualification can take years and may require iterative design and process changes; delays, failures to meet milestones, or lower-than-expected demand could postpone or prevent revenue generation at planned margins. If costs to develop, manufacture, or support our products exceed expectations, or if unit volumes, pricing, or mix are less favorable than planned, our losses could increase and our ability to achieve profitability could be further delayed or not realized at all. Our business plan has yet to be tested at scale, and we may not succeed in executing on our strategic plans.

If we fail to manage growth and scale our operations effectively, our business could be adversely affected.

Semiconductor tool and battery manufacturing are subject to complex manufacturing processes, and achieving volume production involves a significant degree of risk and uncertainty in terms of operational performance such as yield and costs. Both business lines are sensitive to disruptions to our supply chain and outsource providers, which could impact our ability to meet demand, increase our costs, and adversely impact our revenue and operating results. Our growth places significant demands on our corporate culture, operational infrastructure and management. Periods of increasing demand require us to add manufacturing capacity, broaden our supply chain, scale field service and customer support, strengthen internal controls, and implement or upgrade enterprise systems, often on compressed timelines. If we do not anticipate and allocate resources appropriately, we could experience bottlenecks, under‑absorption of fixed costs, and variability in revenue recognition and margins. Managing global operations adds complexity, including differing legal regimes, labor markets, cultural alignment, and the need to maintain consistent operating standards and controls across regions, any of which can strain management attention and impair execution.

Effective scaling also depends on our ability to recruit, train and retain qualified personnel in engineering, manufacturing, quality, software, and field service, and to preserve a culture that supports collaboration, safety, and compliance as the organization grows. Turnover, rapid hiring, or restructuring can lead to loss of institutional knowledge, uneven processes, and inefficiencies during transition periods, which may divert management focus from operating and growing the business. In addition, as we scale, we may rely more heavily on third parties for manufacturing, logistics, and other services; if these partners do not perform, or if we do not effectively manage outsourcing and supplier relationships, we could face quality issues, delays, higher costs, inventory imbalances, and challenges protecting our intellectual property.

Failure to manage growth and organizational change effectively, including forecasting demand, aligning capacity and supply commitments, and retaining personnel, could adversely affect our ability to execute on strategic priorities, which in turn could materially and adversely impact our business, financial condition and results of operations.

The proliferation of artificial intelligence presents competitive, legal, regulatory and other risks.

We are increasingly incorporating artificial intelligence capabilities into our business operations. Artificial intelligence (“AI”) technology is complex and rapidly evolving and presents risks and challenges that may impact our business, including subjecting us to significant competitive, legal, regulatory, operational and other risks. The implementation of AI can be costly and there is no guarantee that our use of AI will enhance our technologies, benefit our business operations or produce products and services that are preferred by our customers. Additionally, AI algorithms or training methodologies may be flawed, and datasets may contain irrelevant, insufficient, biased or proprietary information, including the intellectual property of others, which can result in output errors and inadvertent infringement of others’ intellectual property rights, and may give rise to legal liability and materially harm our business. Our competitors may also be more successful in their artificial intelligence strategy and develop competitive products with the aid of artificial intelligence technology. As a result, any issues in the development and use of artificial intelligence by us or our suppliers, partners and competitors, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations.

We are exposed to risks associated with a highly concentrated customer base.

We derive a significant portion of our revenue from a limited number of existing customers, and our growth strategy depends in part on expanding opportunities with those customers by increasing the number, size, and scope of semiconductor tool placements and selling additional battery volumes, while also developing new accounts. Customer spending patterns can shift quickly with technology roadmaps, capacity utilization, macroeconomic conditions, and export controls, and large customers have significant purchasing

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leverage. As a result, even if we execute our growth strategy, we may not achieve the expected pace or scale of expansion with existing customers. Wins among new customers can be delayed by lengthy qualification processes and integration requirements, which can constrain growth and revenue visibility. For the nine-month period ended September 30, 2025, five customers represented approximately 61% of our total revenue. The loss of one or more of these significant customers or a reduction in the amount of revenue we derive from any such customers could significantly and adversely affect our business, financial conditions and results of operations.

Cancellations, non-renewals or renegotiations of customer arrangements could adversely affect our business and results of operations.

In tool sales, engagements are typically for single pieces of equipment with associated service and maintenance. Customer orders are often subject to change, delay or cancellation with limited penalties, which can result in non-recoverable costs, excess or obsolete inventory, and manufacturing inefficiencies. We may recover certain build costs upon cancellation but could forgo expected service revenue and margin. Battery sales can be one-time or recurring, and loss or termination of any multi-year arrangements could negatively impact our results.

If one or more of our customers (i) terminate their contracts with us, whether for convenience, for default in the event of a breach by us, or for other reasons specified in our contracts, as applicable, (ii) elect not to renew their contracts with us, (iii) renew their contractual arrangements with us for shorter contract lengths or for a reduced scope, or (iv) otherwise seek to renegotiate terms of their existing agreements on terms less favorable to us, our business and results of operations could be adversely affected. This adverse impact would be even more pronounced for customers that represent a material portion of our revenue or business operations.

Our ability to renew or expand customer relationships may vary due to product performance and reliability, implementation quality, pricing, competitive alternatives, macroeconomic conditions and customers’ spending levels. If our customers do not renew or expand their agreements with us or if they renew their contracts on other terms less favorable to us, our revenue may grow more slowly than expected or decline, and our business could suffer. Our business, financial condition, and results of operations would also be adversely affected if we face difficulty collecting our accounts receivable from our customers.

Achieving renewal or expansion of deployments may require us to increasingly engage in sophisticated and costly sales efforts that may not result in additional sales. In addition, our customers’ decisions to purchase more tools or battery cells depend on several factors, including general economic conditions, the performance of our products, the ability of our forward-deployed service engineers to maintain our tools and keep them at top productive capacity and our customers’ satisfaction with all our services. If our efforts to expand within our existing customer base are not successful, our business may suffer.

If we cannot meet the specifications and requirements of our customers or adequately provide them with effective support and services, customer satisfaction and retention may be affected, and it could materially and adversely impact our business.

Once our platforms are deployed and integrated into customers’ processes or systems, our customers may depend on our support and maintenance services to resolve issues relating to our products. In the future, our products may be deployed in large-scale, complex environments, and we believe our future success will depend on our ability to increase sales of our products for use in such deployments. Further, our ability to provide effective ongoing services, or to provide such services in a timely, efficient, or scalable manner, may depend in part on our customers’ environments and their participation in our centralized platform for service management.

In addition, our ability to provide effective services is largely dependent on our ability to attract, train, and retain qualified personnel with experience in supporting customers with products such as ours. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for our services. We also may be unable to modify the future scope and delivery of our services to compete with changes in the services provided by our competitors. Increased customer demand for support, without corresponding revenue, could increase costs and negatively affect our business and results of operations.

In the future our customers may need training in the proper use of and the variety of benefits that can be derived from our products. If we do not effectively deploy, update, or upgrade our products, succeed in helping our customers quickly resolve post-deployment issues, and provide effective ongoing services, our ability to sell additional products and services to existing customers could be adversely affected, we may face negative publicity and our reputation with potential customers could be damaged. As a result, our failure to maintain high quality services may have a material adverse effect on our business, financial condition, results of operations and growth prospects.

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Disruptions to our supply chain and providers could impact our ability to meet demand, increase our costs, and adversely impact our revenue and operating results.

Managing manufacturing operations exposes us to risks such as supply chain disruptions, production delays, cost overruns, equipment failures, and scaling challenges, which may hinder our ability to meet demand or maintain competitive pricing. We depend on third party providers, suppliers and licensors to supply some of the hardware and support necessary to provide some of our products and services. We obtain these materials from a limited number of vendors which may not be able to continue to supply the equipment, supplies, and services we desire. Shortages, longer lead times, quality issues, or logistics interruptions can delay production, constrain output, and increase costs, which may also affect shipment timing, customer acceptances, and revenue recognition, pressuring gross margins and results of operations. These risks can be amplified by difficulties or delays in obtaining import/export approvals, transportation capacity constraints, geopolitical trade actions, and export controls, any of which can disrupt our supply chain or restrict our ability to deliver and install products or procure inputs on favorable terms.

We have a limited number of manufacturing facilities, and damage to those facilities, or to critical pieces of equipment in these facilities, could interrupt our operations, increase our costs of doing business, and impair our ability to deliver our products on a timely basis. If supply chain disruptions or facility interruptions occur, it could interrupt our operations, increase our costs of doing business and impair our ability to deliver our products on a timely basis.

Product defects or safety issues could result in recalls, liability and reputational harm.

Our operations present inherent safety risks. Complex, large-scale equipment and processes can experience malfunctions, fires or other incidents that may result in personal injury, facility damage, production downtime, environmental impacts, administrative fines, higher insurance costs, litigation, and reputational harm, any of which could materially affect our business and financial condition. Even with precautionary measures and training, handling hazardous materials and operating high‑voltage, high‑current systems poses risks we may not fully prevent, and changes in environmental or safety regulations (including restrictions on certain chemicals or materials) could increase costs or constrain supply alternatives, which could restrict our ability to meet demand, maintain quality and delivery performance, and achieve expected financial results could be materially and adversely affected.

Similarly, unexpected product performance issues among our semiconductor tools could result in significant costs and damages, including increased service and warranty expenses, the need to provide product replacements or modifications, reimbursement for damages caused by our products, product recalls, related litigation, product write-offs, and disposal costs. Battery technologies can also exhibit unexpected failures once deployed at scale, and early‑generation products may require repairs, redesigns or replacement. Safety incidents could trigger customer delays or terminations, injunctions, warranty and service obligations greater than expected, and product liability claims seeking significant damages, any of which could materially affect our business, prospects and financial results. Insurance coverage may be unavailable or insufficient to cover such claims, and certain customer contracts may obligate us to fund recall or replacement costs, further increasing exposure.

Our tools and related offerings are complex and highly integrated, and unexpected product performance issues can lead to substantial costs, including increased warranty and service expense, replacements or modifications, reimbursement obligations, litigation, recalls, product write-offs or disposal costs. Such issues can also disrupt shipment timing, customer acceptance and revenue recognition, and cause reputational harm that reduces demand for our products and services. In addition, contractual indemnities to customers or other counterparties can expand our potential defense and settlement costs, which may be difficult to predict and could adversely affect results even if claims lack merit.

Even with testing and safeguards, new or existing products may have reliability, quality, design, or safety problems, and our performance may be impacted by reduced orders, higher manufacturing costs, delays in acceptance of and payment for new products, and additional service and warranty expenses. Any of these outcomes could materially and adversely affect our business, financial condition and results of operations.

We may be unable to control input costs and achieve cost advantages as we scale.

Our semiconductor tool and battery businesses are exposed to fluctuating input costs which can have substantial impact on our ability to produce products profitably. We may be unable to adequately control the costs associated with our operations and the components necessary to develop and commercialize our batteries, and, if we are unable to control these costs and achieve cost advantages, our business will be adversely affected.

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As we continue to scale our operations, we expect to continue to incur significant expenses, including those relating to raw material procurement, leases, sales, and distribution. Input cost inflation or volatility can arise from a range of factors outside our control. Export controls and trade restrictions affecting strategic materials could further increase costs, reduce availability of materials, necessitate design changes, lengthen qualification timelines, or disrupt our supply chain. Even where alternatives are available, requalification can be time-consuming and costly and may not fully mitigate the impact on our cost structure or delivery schedules. Our ability to offset cost increases through pricing, redesign, productivity gains, or supply chain initiatives may be limited by competitive dynamics, contractual terms, and customer budget constraints. In periods of elevated demand, we may incur additional charges and other premiums to secure or expedite delivery of components; in weaker markets, we may be unable to recover committed costs or minimum purchase obligations. Our ability to become profitable in the future will depend, in part, on our ability to successfully control these costs.

We are subject to risks of doing business internationally, including international sales and management of global operations.

Operating globally exposes us to a wide range of risks, including varying economic conditions, political and regulatory changes, trade restrictions and tariffs, supply chain challenges, and currency fluctuations. Our ability to sell across multiple jurisdictions depends on navigating diverse political and regulatory regimes. Changes in these regimes, including localization mandates, government procurement preferences, and content or certification requirements, may increase costs, delay shipments and installations, restrict market access, or require modifications to our products or commercial terms. In certain countries, weak intellectual property enforcement, differing standards, or the need to engage local partners may elevate intellectual property, contractual, and operational risks.

International operations also heighten supply chain and logistics complexity. We rely on global suppliers and transportation networks for critical components and materials; disruptions due to port congestion, carrier constraints, public health events, natural disasters, labor actions, geopolitical tensions, or armed conflict can lengthen lead times, increase freight and expediting costs, and delay customer acceptances, adversely affecting revenue recognition and margins. Export controls, retaliatory tariffs, and restrictions on critical minerals can further constrain sourcing options and raise input costs. Establishing and scaling operations in new countries, whether through subsidiaries, contractors, or third-party service providers, requires significant investment in systems, internal controls, and compliance oversight and may expose us to additional tax liabilities, permanent establishment risks, restrictions on cash repatriation, and complexities in transfer pricing and indirect taxes.

We are exposed to foreign currency exchange rate fluctuations.

Although our global operations are conducted primarily in U.S. dollars, we incur expenses in other currencies which exposes us to foreign exchange risk such as adverse fluctuations in foreign currency exchange rates through third-party remeasurement of foreign currency-denominated assets and liabilities. Adverse currency movements can affect our pricing competitiveness in local markets, increase the U.S. dollar cost of non-U.S. expenses, and create remeasurement gains and losses on foreign-currency-denominated receivables, payables, leases, and intercompany balances. These effects can introduce volatility into our reported revenues, gross margins, operating results, and cash flows, particularly when exchange rates move rapidly or are highly correlated with changes in demand or input costs.

To date, we have not engaged in any formal hedging program to mitigate these risks. Even if we adopt hedging strategies in the future, such measures may be inadequate, costly, or only partially effective. Additionally, changes in monetary policy, interest rate differentials, and geopolitical developments can increase foreign exchange volatility and impact the value of cash and investments held in non-U.S. jurisdictions. If we are unable to effectively manage foreign currency exposure through natural hedging, pricing, sourcing, or financial instruments, our reported results, liquidity, and financial condition could be materially and adversely affected.

Disruptions in our information technology systems (or those of our key suppliers, contract manufacturers, distributors, sales agents and other partners) or other cybersecurity incidents could adversely affect our business operations and result in the loss or misappropriation of, and unauthorized access to, sensitive information.

We depend on key information systems to transact our business accurately and efficiently. These systems and services are vulnerable to interruptions or other failures resulting from, among other things, pandemics, epidemics, natural disasters, terrorist attacks, software or equipment failures, processing errors, computer viruses, other security issues or supplier defaults. Security, backup and disaster recovery measures may not be adequate or implemented properly to avoid such disruptions or failures. Any disruption or failure of these systems or services (or those of our key suppliers, contract manufacturers, distributors, sales agents and other partners) could cause substantial errors, processing inefficiencies, security breaches, inability to use the systems or process

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transactions, loss of customers or other business disruptions, all of which could negatively affect our business and financial performance and result in the loss or misappropriation of, and unauthorized access to, sensitive information.

All information systems are subject to breach and disruption, and our information systems could be penetrated or compromised by internal and external parties’ intent on extracting confidential information, disrupting business processes or corrupting information. These risks could arise from external parties or from acts or omissions of internal or service provider personnel. Potential vulnerabilities can be exploited from inadvertent or intentional actions of our employees, third-party vendors, business partners, or by malicious third parties. Attacks of this nature are increasing in their frequency, levels of persistence, sophistication, and intensity, and are being conducted by sophisticated and organized groups and individuals with a wide range of expertise and motives (including industrial espionage), including organized criminal groups, nation states, and others. Such unauthorized access could disrupt our business and could result in the loss of assets, litigation, remediation costs, damage to our reputation and failure to retain or attract customers following such an event, which could adversely affect our business. Insurance may not cover all losses, and compliance with expanding privacy, cybersecurity, and disclosure regimes (including new SEC incident reporting rules and emerging cross‑border data restrictions) increases costs and complexity without eliminating risk.

The availability and cost of raw materials that we require may fluctuate, which could adversely affect us and our customers.

Our semiconductor tool and battery businesses depend on raw materials that are subject to price volatility and competing demand. Critical inputs may be available only from limited or single sources, have long lead times, or incorporate suppliers’ intellectual property, which can constrain our ability to qualify substitutes on acceptable schedules or terms. Supply constraints, price increases, business interruptions of suppliers, reduced availability of labor, transit disruptions, consolidation in the supply chain, export controls, sanctions, trade restrictions, tariffs, geopolitical tensions, economic circumstances, conflict, political conditions, or quality issues can delay production, increase expediting and material costs, and adversely affect shipment timing of the raw materials we rely on.

Regulatory and geopolitical developments may further impact availability and cost. Export restrictions or licensing regimes affecting the materials we use, as well as evolving environmental and product-safety rules, could reduce the pool of qualified materials, necessitate design changes, lengthen timelines, and increase compliance and sourcing costs. Even where alternatives exist, substituting materials or suppliers can require engineering modifications, process validation and customer approval, which may not be achieved on expected timelines.

Our ability to offset cost inflation through pricing, productivity, redesign or hedging may be limited by competitive dynamics, customer budget constraints and contractual commitments. In addition, higher input costs or material shortages at our customers and their supply chains can reduce downstream demand for our products and services, increase order cancellations or pushouts, and elevate the risk of excess or obsolete inventory. If we are unable to secure required materials on acceptable terms and timelines, or effectively manage cost volatility, our production, margins, cash flows and customer relationships could be materially and adversely affected.

Our future success depends, in part, on our ability to attract and retain key personnel.

Our future success depends, in part, on attracting, retaining and motivating highly skilled personnel. The loss of the services of any of our key personnel, the inability to attract or retain qualified personnel, or delays in hiring required personnel, particularly in engineering and sales, may seriously and adversely affect our business, financial condition and results of operations. Although we have entered into employment or consulting agreements with our personnel, their employment is generally for no specific duration.

Our future performance also depends on the continued services and continuing contributions of our senior management team to execute on our business plan and to identify and pursue new opportunities and product innovations. The loss of services of our senior management team, particularly our Chief Executive Officer or Chief Technology Officer, could significantly delay or prevent the achievement of our development and strategic objectives, which could adversely affect our business, financial condition and results of operations.

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Risks Related to Forge Nano’s Financing and Liquidity

We have outstanding indebtedness and may incur additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other corporate purposes.

Our leverage and debt service obligations could increase our vulnerability to adverse economic and industry conditions, require us to devote a substantial portion of our cash flows for interest and principal payments, and limit our flexibility to invest in capacity or other strategic initiatives. We cannot make any assurances that we will be able to refinance or replace existing debt on acceptable terms, or at all.

Our current and future debt agreements may contain restrictive covenants, financial or performance metrics, collateral or guaranty requirements, and other provisions that limit our ability to incur additional indebtedness or liens, make investments or acquisitions, pay dividends or repurchase shares, dispose of assets, or engage in certain transactions. Some instruments may include cross-default or cross-acceleration provisions, change-of-control or fundamental change put rights, and requirements to repay or repurchase outstanding notes for cash upon specified events, including the cash settlement of any conversion obligations. These restrictions could limit our ability to raise the funds necessary to meet our working capital needs, pursue our strategy, or respond to business and competitive developments on a timely basis.

A breach of covenants, the occurrence of specified events of default, or a failure to maintain required financial ratios could result in some or all of our indebtedness being declared immediately due and payable and, in secured facilities, could permit lenders to foreclose on collateral. Meeting our debt service and covenant obligations may require us to generate sufficient cash from operations, reduce or delay investments, raise additional capital, or dispose of assets, any of which may not be achievable when needed or on favorable terms. If we are unable to service, refinance, or repay our indebtedness as it comes due, or if we are required to repurchase or settle obligations in cash, our liquidity, financial condition, and results of operations could be materially and adversely affected.

We may require additional capital, which may not be available on acceptable terms or at all.

We may require additional capital to support business growth, and such financing may not be available on acceptable terms or at all, particularly during periods of market volatility or if our stock price declines. If capital markets tighten or investor sentiment weakens, our access to financing could diminish, and any required refinancing or new issuance could be delayed, costly, or unavailable. Failure to secure in a timely fashion additional funding could require us to slow development, defer capacity additions, reduce spending, or alter our strategy, which could materially and adversely affect our business and prospects.

Volatility in the equity and credit markets, including periods of rising interest rates, inflation, banking stress, and reduced liquidity, can negatively impact our ability to raise capital on favorable terms and can reduce the value and liquidity of our securities. A sustained decline in our stock price or increased market volatility could further constrain our financing alternatives, increase dilution in any equity raise, or render capital raises impracticable at the times and in the amounts we require. If we cannot obtain sufficient additional capital from operations or external sources when required, we may be unable to fund our operating plan or meet our obligations, which could materially and adversely affect our business, financial condition, and results of operations.

Risks Related to Forge Nano’s Intellectual Property

If we are unable to protect or enforce our intellectual property, our business and competitive position would be harmed.

We rely heavily on our intellectual property portfolio, and if we are unable to protect or assert our intellectual property, our business and competitive position would be harmed. Protecting against the unauthorized use of our intellectual property, products and other proprietary rights is expensive and can be difficult, particularly with respect to international jurisdictions. Unauthorized parties may attempt to copy or reverse engineer our products or certain aspects of our products that are considered proprietary. Litigation may be necessary in the future to enforce or defend our intellectual property rights, prevent unauthorized parties from copying or reverse engineering our products, determine the validity and scope of the proprietary rights of others or block the importation of infringing products into the United States. Any such litigation, regardless of merit, could be costly, divert the attention of management and may not ultimately be resolved in our favor.

Effective patent, trademark, service mark, copyright and trade secret protection may not be available or applied for in every country in which our products are available, and competitors based in other countries may sell infringing products in one or more markets. An inability to adequately protect and enforce our intellectual property and other proprietary rights or an inability to prevent

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authorized parties from copying or reverse engineering our products or certain aspects of our products that we consider proprietary could adversely affect our business, operating results, financial condition and prospects.

Our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with our commercialization of our products.

We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and cause us to incur substantial costs.

Our competitors protect their proprietary rights by means of patents, trade secrets, copyrights, trademarks and other intellectual property. If we are determined to have infringed on any such rights, we could be required to cease sales or uses, pay substantial damages, obtain costly licenses that may not be available on acceptable terms (or at all), or redesign products or processes, any of which could delay our products, increase costs, or restrict our business in affected markets.

We may receive letters from third parties alleging, or inquiring about, possible infringement, misappropriation or violation of their intellectual property rights. Any party asserting that we have infringed, misappropriated or violated their proprietary rights may force us to defend ourselves, and potentially our customers, against the alleged claim. These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages and/or invalidation of our proprietary rights or interruption or cessation of our operations. Any such claims or lawsuits could:

● be time-consuming and expensive to defend regardless of the degree of merit;

● require us to stop providing products or services that use the technology that allegedly infringes the other party’s intellectual property;

● divert the attention of our technical and managerial resources;

● require us to enter into royalty or licensing agreements with third parties, which may not be available on terms that we deem acceptable;

● prevent us from operating all or a portion of our business or force us to redesign our products, services or technology platforms, which could be difficult and expensive and may make the performance or value of our product or service offerings less attractive;

● subject us to significant liability for damages or result in significant settlement payments; or

● require us to indemnify our customers.

Any such event could materially and adversely affect our business, financial condition, and results of operations.

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Risks Related to Forge Nano’s Legal and Regulatory Environment

We are subject to environmental, health and safety regulations that could increase costs and affect our operations.

We are subject to extensive and evolving environmental, health and safety laws and regulations governing, among other things, the design, manufacture, sale, shipment and use of our products, the handling, storage, emissions and disposal of hazardous materials, and the operation of our facilities. Compliance can require significant capital and operating expenditures, process changes, new equipment and additional personnel and controls. Changes in environmental laws and regulations (including any relating to climate change and GHG emissions) could require us, or others in our value chain, to install additional equipment, alter operations to incorporate new technologies or processes, or revise process inputs, among other things, which may cause us to incur significant costs or otherwise adversely impact our business performance. Failure to comply could result in fines, penalties, remediation obligations, restrictions on product sales or facility operations, or other sanctions that could materially affect our business, financial condition and results of operations.

Regulatory requirements are also expanding with respect to climate and sustainability disclosures and related operational expectations. New and emerging rules may require additional data collection, reporting systems, third‑party assurance, and adjustments to operations or product designs, and could increase scrutiny of our greenhouse gas targets and performance. Any failure to meet these requirements in a timely fashion or meet stakeholder expectations could result in reputational harm, regulatory inquiries, higher compliance costs, or reduced demand for our products.

We are subject to various risks related to new, different, inconsistent, or even conflicting laws, rules, and regulations that may be enacted by legislative or executive bodies and/or regulatory agencies in the countries in which we operate.

As a company operating across multiple jurisdictions, we face an expanding and sometimes inconsistent set of laws, regulations and standards. Additionally, these laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

Tax increases and changes in tax laws may adversely affect our financial results.

As a company conducting business on a global basis with material operations throughout the United States, we are exposed, both directly and indirectly, to the effects of changes in U.S., state, local, and foreign tax laws. Taxes for financial reporting purposes and cash tax liabilities in the future may be adversely affected by changes in such tax laws. Such changes may put us at a competitive disadvantage compared to some of our major competitors, to the extent we are unable to pass the tax costs through to our customers. Consistent with the international nature of our business, we conduct certain manufacturing, supply chain and other operations in Asia, bringing these activities closer to customers and reducing operating costs. In some foreign jurisdictions, we must meet certain requirements to continue to qualify for tax incentives. There is no assurance we will be able to meet such requirements in the future to fully realize benefits from these incentives. Furthermore, the proposed plans to implement global minimum tax regimes could reduce or eliminate the benefits of our tax incentives.

We are subject to examination by the U.S. Internal Revenue Service and other tax authorities, and from time to time amend previously filed tax returns. We regularly assess the likelihood of favorable or unfavorable outcomes resulting from these examinations and amendments to determine the adequacy of our provision for income taxes, which requires estimates and judgments. Although we believe our tax estimates are reasonable, there can be no assurance the tax authorities will agree with such estimates. We may have to engage in litigation to achieve the results reflected in the estimates, which may be time-consuming and expensive. There can be no assurance that we will be successful or that any final determination will not be materially different from the treatment reflected in our historical income tax provisions and effective tax rates.

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General Forge Nano Risk Factors

Adverse macroeconomic and geopolitical conditions could negatively affect our business.

Macroeconomic and geopolitical conditions, including inflation, interest rate volatility, recessions, supply chain disruptions, pandemics, armed conflicts, and trade tensions (particularly those involving China), can rapidly reduce customer spending, impede access to components, and increase our costs. When economic or industry conditions weaken, customers often push out, cancel, or refrain from purchasing equipment and services, which can lower demand and increase inventory, negatively impacting our revenues and margins. Our inability to offset price inflation in our materials, components, shipping, or labor through increased prices to customers with long-term fixed contracts and formula-based or long-term fixed price contracts with suppliers could adversely affect our business, financial condition and results of operations. Global supply chain and labor market challenges could also negatively affect our performance as well as the performance of our suppliers. Interest rate increases have also created financial market volatility and could further negatively impact financial markets, lead to an economic downturn or recession or have an adverse effect on our operating results. Any of these factors can lead to lower demand, reduced revenue visibility, and variability in cash flows. If adverse macroeconomic or geopolitical conditions persist or deteriorate, our business, financial condition, and results of operations could be materially and adversely affected.

Changes in trade policy, tariffs and export controls could limit our sales and increase costs.

Tariffs, sanctions and evolving export controls can increase our costs, restrict access to markets, and limit our ability to sell, install or service products in certain jurisdictions. In particular, U.S. and foreign export license requirements, especially for shipments to China, have limited, and could further limit, our addressable market, delay or prevent shipments, and disrupt revenue recognition. Certain of our international sales depend on our ability to obtain export licenses from the U.S. or foreign governments, and our inability to obtain such licenses, or an expansion of the number or kinds of sales for which export licenses are required, may in the future further limit the market for our products and adversely impact our revenues. Obtaining licenses can be difficult and time‑consuming, with no assurance of approval or favorable terms. Failure to obtain required licenses may necessitate canceling or deferring deliveries, returning customer deposits, and could cede advantages to foreign or state‑supported competitors not subject to comparable restrictions.

Retaliatory measures and related policy actions, such as reciprocal tariffs, localization mandates, and restrictions on the export of critical minerals, can further increase manufacturing and logistics costs, complicate supply chains, and impair our competitiveness. Ongoing changes in rules, enforcement priorities, and country or end‑user designations also create uncertainty for order intake, installation, and service activities, and additional restrictions, new prohibited entity list designations by the U.S. government, or broader licensing requirements could further limit sales, disrupt backlog conversion, and increase the risk of refunds and contract disputes.

Our technology is subject to substantial regulation under international, federal, state, and local laws, including export control laws and other trade regulations, and we incur significant costs in complying with these regulations as we develop and work to commercialize our technology. The U.S. government has made and continues to make significant changes in U.S. trade policy, and if we are unable to navigate these trade and regulatory dynamics, our market access, revenue visibility, and operating results could be materially and adversely affected.

Natural disasters, public health crises and other catastrophic events could disrupt our operations.

Our facilities or operations could be adversely affected by events outside of our control, including natural disasters, wars or other armed conflicts, health epidemics, pandemics or other outbreaks, extreme weather (such as earthquakes, wildfires, hurricanes, flooding and heatwaves) and other calamities. These events can damage facilities and equipment, interrupt utilities, restrict site access, disrupt manufacturing and installation schedules, and impair our ability to ship, install or service products, resulting in delays, increased costs, lost revenue opportunities, and adverse effects on margins and cash flows. Our exposure is heightened by our reliance on a limited number of manufacturing sites and critical tools, as well as single- or limited-source suppliers that may be concentrated in higher-risk regions. Public health crises and government responses (including travel restrictions, quarantine orders, export/import controls, health and safety protocols, and remote-work mandates) can disrupt our workforce availability, lengthen customer qualification and acceptance timelines, and impede onsite service and installations. These conditions can have significant macroeconomic impacts, including, but not limited to, significant disruption of global financial markets, supply chains, increases in levels of unemployment, and economic uncertainty. They can also strain global supply chains and transportation networks, reduce

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customer spending or ability to pay, and cause order pushouts, cancellations, or changes in product mix, increasing volatility in our results and working capital needs.

Although we maintain business continuity, disaster recovery and insurance coverages, these measures may be insufficient, may not cover all types of losses or costs (including lost profits, reputational harm, contractual penalties or recall expenses), and may not be available on acceptable terms in the future. If catastrophic events occur at our sites, at key supplier or logistics hubs, or at major customer locations, our operations, financial condition and results of operations could be materially and adversely affected.

Risks Related to Ownership of Pubco Securities

The ability of ATII Public Shareholders to exercise Redemption Rights with respect to a large number of ATII Public Shares may adversely affect the liquidity and trading of shares of Pubco Common Stock and Pubco SPAC Warrants following Closing.

We do not know how many ATII Public Shareholders will ultimately exercise their Redemption Rights in connection with the Business Combination. As such, the Business Combination is structured based on certain assumptions as to the number of shares that will be submitted for redemption. If a higher number of shares are ultimately submitted for redemption, including as a result of an extension of the Completion Window, if any, ATII may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for additional third-party financing to provide working capital to Pubco and/or Forge Nano following the Closing. As of March 31, 2026, there was approximately $242.0 million in the Trust Account. There can be no assurance that such debt or equity financing will be available to us if we need it or, if available, that the terms will be satisfactory to us. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. These considerations may limit ATII’s ability to complete the Business Combination. If the Business Combination is not completed, ATII Public Shareholders would not receive their pro rata portion of the funds in the Trust Account until we complete an alternative initial business combination within the Completion Window or upon liquidation if we are unable to complete an initial business combination during the Completion Window. If you are in need of immediate liquidity, you could attempt to sell your ATII Public Shares in the open market; however, at such time our ATII Public Shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of Redemption Rights until we liquidate or until you are able to sell your ATII Public Shares in the open market.

The exercise of Redemption Rights with respect to a large number of ATII Public Shares may result in insufficient cash available to fund our business and may make us unable to take such actions as may be desirable in order to optimize the capital structure of Pubco upon consummation of the Business Combination.

Upon completion of the Business Combination, the value of the Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares, even if the Business Combination causes the trading price of the shares of Pubco Common Stock to materially decline.

In connection with the IPO, the Sponsor and the Initial Shareholders paid an aggregate of $25,000 for the Founder Shares, or approximately $0.004 per share. In connection with the Business Combination, an aggregate of 5,750,000 Founder Shares held by the Sponsor and the Initial Shareholders will automatically convert at the Domestication Merger Effective Time into an equal number of shares of Pubco Common Stock, valued at approximately $10.52 per share based on the Assumed Redemption Price. However, the Sponsor has agreed to transfer 3,000,000 of the 5,750,000 Founder Shares of Pubco Common Stock issued to the Sponsor and the Initial Shareholders in exchange for the Founder Shares in the Domestication Merger are subject to transfer to the Initial PIPE Investor at the Closing subject to and in accordance with the terms of the Purchaser Support Agreement.

Additionally, the Sponsor and ATII’s directors and officers are likely to earn a substantial profit on their investment in us upon disposition of shares of Pubco Common Stock even if the trading price of shares of Pubco Common Stock declines after we complete the Business Combination. The Sponsor and ATII’s directors and officers may therefore be economically incentivized to complete the Business Combination during the Completion Window, even if its terms are not in the best interests of the unaffiliated security holders of ATII, rather than liquidating ATII. This dilution would increase to the extent that ATII Public Shareholders seek redemptions from the Trust Account for their ATII Public Shares.

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You should not rely on any commitments of the Initial PIPE Investor as validation of your investment decision because the Initial PIPE Investor may be deemed to have paid less than $10.00 per share of Pubco Common Stock it will receive in connection with the Closing.

Pubco has agreed to issue and sell, in a private placement to close immediately prior to and substantially concurrently with the Closing, an aggregate of 10,000,000 shares of Pubco Common Stock and an aggregate of 15,000,000 PIPE Warrants for an aggregate purchase price of $100,000,000. Pursuant to the Purchaser Support Agreement, Sponsor agreed to transfer 3,000,000 Pubco Common Stock to the Initial PIPE Investor to the extent the Initial PIPE Investor funds the PIPE Financing. These additional shares of Pubco Common Stock may be deemed to lower the effective price paid by the Initial PIPE Investor to $7.69 per share. Valuing each PIPE Warrant at $0.125, the base discount value attributed to warrants pursuant to Nasdaq Rules, these warrants lower the effective price paid by the Initial PIPE Investor further to $7.69 per share. For this reason, you should not rely on the commitments of the Initial PIPE Investor as validation or support of your own investment decision because the Initial PIPE Investor may be deemed to have paid a lower price per share of Pubco Common Stock than the expected Redemption Price and the current market price for the ATII Public Shares.

The market price of shares of Pubco Common Stock may be volatile.

If a public trading market does develop for the shares of Pubco Common Stock, its market price is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

● the concentration of the ownership of our shares by a limited number of affiliated stockholders may limit interest in our securities;

● if a significant number of ATII Public Shares are elected to be redeemed in connection with the Business Combination, the stock ownership of the combined company will be highly concentrated within a small number of existing holders of ATII Ordinary Shares. This will reduce the “public float”, with a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for the shares of Pubco Common Stock, and may have a depressive and volatile effect on the market price of Pubco Common Stock when demand for Pubco Common Stock changes;

● additions or departures of key personnel;

● loss of one or more strategic relationships;

● variations in operating results from the expectations of securities analysts or investors;

● announcements of new products or services by us or our competitors;

● reductions in the market share of our products;

● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

● investor perception of our industry or prospects;

● insider selling or buying;

● investors entering into short sale contracts;

● regulatory developments affecting our industry;

● changes in our industry;

● competitive pricing pressures;

● our ability to obtain working capital financing;

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● sales of shares of Pubco Common Stock;

● our ability to execute our business plan;

● operating results that fall below expectations;

● revisions in securities analysts’ estimates or reductions in security analysts’ coverage; and

● economic and other external factors.

The sale or issuance of Pubco Common Stock in the public market, or the perception that such sales or issuances could occur could harm the prevailing market price of Pubco Common Stock and cause dilution to non-redeeming ATII Public Shareholders. These sales or issuances, or the possibility that these sales or issuances may occur, also might make it more difficult for Pubco to sell equity securities in the future at a time and at a price that Forge Nano deems appropriate. As described elsewhere in this proxy statement/​prospectus, in connection with the Merger Agreement, ATII and Forge Nano entered into Lock-Up Agreements with each of the Forge Nano Lock-Up Holders, who are expected to collectively own approximately 53.15% of Pubco Common Stock at Closing assuming the No Additional Redemptions Scenario, and approximately 63.03% of Pubco Common Stock assuming the Maximum Redemptions Scenario. Pursuant to the Lock-Up Agreement, each Forge Nano Lock-Up Holder agreed to restrictions on transfer following the Closing Date with respect to the Closing Payment Shares they receive in the Business Combination, including a lock-up, subject to certain exceptions, in each case ending on the earlier of (a) six months following the Closing Date and (b) the date the last reported sale price of Pubco Common Stock equals or exceeds $12.00 per share (subject to adjustment) for any twenty trading days for any thirty-trading day period after the Closing Date. The form of Lock-Up Agreement is filed as Annex D to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Lock-Up Agreement and the terms of which are incorporated by reference here. See “Proposal No. 1 — The Business Combination Proposal — Other Agreements — Lock-Up Agreement” for additional information.

Additionally, pursuant to the Purchaser Support Agreement, and subject to the terms and conditions set forth therein, the Sponsor agreed to contribute up to 3,300,000 Founder Shares, together with all shares of Pubco Common Stock issued upon conversion thereof in the Domestication Merger, including 3,000,000 Founder Shares to be transferred to the Initial PIPE Investor at the Closing to secure the Financing Transaction to the extent the parties to the PIPE Subscription Agreement fund any Financing Transaction (as defined in the Purchaser Support Agreement) of at least $100,000,000; and the remaining 300,000 Founder Shares will be transferred to investors to secure other Financing Transactions (if any) to the extent such Financing Transactions are funded by such investors. Any of the 300,000 Founder Shares not used to secure Financing Transactions will be retained by the Sponsor. The Purchaser Support Agreement is filed as Annex C to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Purchaser Support Agreement and the terms of which are incorporated by reference herein. See “Proposal No. 1 — the Business Combination Proposal — Other Agreements — Purchaser Support Agreement” for additional information.

Pursuant to the Insider Letter, the Sponsor and each Insider agreed to restrictions on transfer following the Closing Date with respect to the 5,750,000 Founder Shares, including a lock-up, subject to certain exceptions, in each case ending on the earlier of (a) six months following the Closing Date and (b) the date the last reported sale price of Pubco Common Stock equals or exceeds $12.00 per share (subject to adjustment) for any twenty trading days within any thirty-trading day period after the Closing Date. See “Proposal No. 1 — The Business Combination Proposal — Other Agreements — Lock-Up Agreement” for additional information.

The sale of the shares of Pubco Common Stock subject to lock-up upon release, or the possibility that these sales may occur, could have an adverse effect on the market price of Pubco Common Stock.

Additionally, we intend to issue additional shares pursuant to the PIPE Investment at the Closing, and pursuant to the 2026 Equity Plan and ESPP after the Closing. We may also issue additional ATII Ordinary Shares or preference shares to complete the Business Combination. However, the Current Charter provides, among other things, that prior to the Business Combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination. The Current Charter authorizes the issuance of up to 400,000,000 ATII Ordinary Shares, par value $0.0001 per share and 1,000,000 preference shares, par value $0.0001 per share. There are 370,410,000 authorized but unissued ATII Ordinary Shares available for issuance. There are no preference shares issued and outstanding. The issuance of additional ATII Ordinary Shares or preference shares may: (i) significantly dilute the equity interests of investors in the IPO, (ii) subordinate the rights of holders of ATII Ordinary Shares if preference shares are issued with rights senior to those afforded

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our ATII Ordinary Shares, (iii) cause a change in control if a substantial number of ATII Ordinary Shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors, (iv) have the effect of delaying or preventing a change of control of ATII by diluting the share ownership or voting rights of a person seeking to obtain control of ATII, (v) adversely affect prevailing market prices of our ATII Ordinary Shares and (vi) result in adjustment to the exercise price of the ATII Public Warrants.

Shares of Pubco Common Stock reserved for future issuance under its equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. The Compensation Committee of the Pubco Board may determine the exact number of shares to be reserved for future issuance under Pubco’s equity incentive plans at its discretion. Pubco expects to file registration statements on Form S-8 under the Securities Act to register shares of Pubco Common Stock or securities convertible into or exchangeable for shares of Pubco Common Stock issued pursuant to its equity incentive plans. Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In the future, Pubco may also issue its securities in connection with investments or acquisitions. The number of shares of Pubco Common Stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of Pubco Common Stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to holders of Pubco Common Stock.

Regardless of our operating performance, the market price of the shares of Pubco Common Stock could be subject to wide fluctuations in response to, among other things, the risk factors described in this proxy statement/prospectus, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors to be comparable to us. We cannot make any predictions or projections as to what the prevailing market price for the shares of Pubco Common Stock will be at any time, including as to whether the shares of Pubco Common Stock will sustain current market prices, or as to what effect the sale of shares or the availability of the shares of Pubco Common Stock for sale at any time will have on the prevailing market price.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market and industry fluctuations, as well as general economic, political, and market conditions, such as the occurrence of natural disasters, pandemics, geopolitical tensions (particularly those relating to the People’s Republic of China), military conflicts, trade conflicts, recessions, inflation, interest rate changes or international currency fluctuations, may negatively affect the market price of the Pubco Common Stock. In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

We have received a demand letter, and may in the future be subject to additional demands or litigation, relating to the Business Combination, which could divert management’s attention and result in additional costs.

On May 19, 2026, a purported stockholder of ATII sent a demand letter (the “Demand Letter”) to ATII, Pubco and Forge Nano alleging that the Registration Statement omits material information regarding the Business Combination. The Demand Letter requests that ATII and Pubco provide additional disclosures concerning (i) certain of Forge Nano’s financial projections, (ii) the terms of nondisclosure agreements entered into during the process leading to the Merger Agreement, and (iii) communications regarding post-closing employment, directorships, and benefits. Pubco, ATII and Forge Nano believe that the allegations in the demand letter are without merit and, without admitting any liability or that any of the alleged omitted information is material or otherwise required to be disclosed, ATII and Pubco have voluntarily supplemented certain disclosures in this proxy statement/prospectus.

It is possible that additional demand letters may be received, or complaints may be filed, by or on behalf of ATII, Pubco, or Forge Nano stockholders in connection with the Business Combination. The defense or settlement of any such demands or lawsuits may increase the costs incurred in connection with the Business Combination, and could prevent or delay its consummation. Additional demands or lawsuits, if filed, could also seek, among other things, to enjoin consummation of the Business Combination. Such legal proceedings, if instituted against ATII, Pubco, Forge Nano, or their respective directors or officers, could divert the attention of management and result in significant costs, regardless of the outcome. Given that the value of any such claims is uncertain, Pubco and ATII cannot provide assurance that any such matter will not have a material adverse effect on Pubco’s business, financial condition, or results of operations. Pubco and ATII may not separately announce or

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otherwise disclose the receipt of any additional demand letters or the filing of any additional complaints unless required by applicable law.

We intend to issue shares to the Initial PIPE Investor in connection with the Business Combination at a price which may be less than the prevailing market price of our shares.

In connection with the Closing, we will issue shares to the Initial PIPE Investor in the PIPE Financing in order to complete the Business Combination and provide sufficient liquidity and capital to Pubco following the Closing. Pursuant to the PIPE Subscription Agreement, the Initial PIPE Investor will subscribe for 10,000,000 shares of Pubco Common Stock at a subscription price equal to $10.00 per share. In addition, 3,000,000 Founder Shares (including shares of Pubco Common Stock issued in exchange for such Founder Shares in the Domestication Merger) will be transferred to the PIPE Investors by the Sponsor under the Purchaser Support Agreement. The effective purchase price per share paid by the Initial PIPE Investor in the PIPE Financing is approximately $7.69 taking into account the transfer of 3,000,000 Founder Shares (including shares of Pubco Common Stock issued in exchange for such Founder Shares in the Domestication Merger). Such price may be less than the market price for our shares of Pubco Common Stock at and after the Closing. This may dilute the interests of the existing holders of ATII Ordinary Shares in a manner that would not ordinarily occur in a traditional public offering and could result in both a reduction in the trading price of our shares and fluctuations in the net tangible book value per share of Pubco Common Stock and Pubco SPAC Warrants following the Closing.

We may be unable to obtain additional financing to complete the Business Combination or to fund the operations and growth of Forge Nano which could compel us to restructure or abandon the Business Combination.

If the PIPE Investment plus the funds retained in the Trust Account, net of redemptions, are not sufficient to complete the Business Combination, Pubco could be required to make adjustments to its business plans in light of available capital resources. For example, Pubco could elect not to pursue or to delay some of Forge Nano’s current strategic objectives or may be required to raise additional capital earlier than anticipated. We cannot assure you that such financing will be available on acceptable terms, if at all. If we are unable to complete the Business Combination during the Completion Window, the ATII Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to ATII Public Shareholders. None of ATII’s officers, directors or any other holders of ATII Ordinary Shares are required to provide any financing to us in connection with or after the Business Combination.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Pubco Securities may decline.

The market values of the Pubco Securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which the holders of ATII Ordinary Shares vote on the Business Combination. Because the number of shares to be issued pursuant to the Merger Agreement is based on the price of the ATII Public Shares issued in connection with the IPO, the market value of Pubco Securities may be higher or lower than the values of Pubco Securities on earlier dates.

In addition, following the Business Combination, shares of Pubco Common Stock will not have any redemption rights like the ATII Public Shares had and fluctuations in the price of shares of Pubco Common Stock could contribute to the loss of all or part of your investment. The trading price of shares of Pubco Common Stock following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Pubco’s or Forge Nano’s control. Additionally, adverse market and economic forces as well as any of the risk factors discussed in this proxy statement/prospectus could have a material adverse effect on your investment and shares of Pubco Common Stock may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of shares of Pubco Common Stock may not recover and may experience a further decline.

Broad market and industry factors may materially harm the market price of shares of Pubco Common Stock irrespective of Pubco’s operating performance. The stock market in general, and shares listed on Nasdaq specifically, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your Pubco Securities at or above the price at which they were acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to Pubco could depress the market price of shares of Pubco Common Stock regardless of Pubco’s business, prospects, financial conditions or results of operations. A decline in the market price of Pubco Securities also could adversely affect Pubco’s ability to issue additional securities and Pubco’s ability to obtain additional financing in the future.

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Forge Nano’s executive officers and directors will continue to exercise significant control over the company after the Business Combination, which will limit your ability to influence corporate matters and could delay or prevent a change in corporate control.

Based on the assumptions discussed in “Proposal No. 1 — The Business Combination Proposal — Ownership of Pubco After the Closing,” upon completion of the Business Combination (assuming all ATII Public Shareholders exercise their Redemption Rights), Paul Lichty, Forge Nano’s Co-Founder and Chief Executive Officer, would beneficially own approximately [10.96]% of the combined voting power for the election of directors to the Pubco Board assuming the No Additional Redemptions Scenario, or approximately [12.99]% of the combined voting power for the election of directors to the Pubco Board assuming the Maximum Redemptions Scenario. As a result, this stockholder will be able to influence our management and affairs and control the outcome of matters submitted to our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.

This stockholder may have interests, with respect to his shares of Pubco Common Stock, which are different from those of the public investors and the concentration of voting power among this stockholder may have an adverse effect on the market price of the shares of Pubco Common Stock.

In addition, this concentration of ownership might adversely affect the market price of the shares of Pubco Common Stock by: (1) delaying, deferring or preventing a change of control; (2) impeding a merger, consolidation, takeover or other Business Combination involving us; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

The requirements of being a public company, including reporting obligations under the U.S. securities laws and the requirements of Section 404 of the Sarbanes-Oxley Act, may strain Pubco’s resources and distract management and we will incur substantial costs as a result of being a public company.

Following the consummation of the Business Combination, we will be subject to the requirements of the Exchange Act, the Sarbanes-Oxley Act, the Securities Act and Nasdaq. These rules, regulations and requirements are extensive. We will incur significant costs associated with our public company corporate governance and reporting requirements. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. If management is unable to conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, and our independent registered public accounting firm cannot render an unqualified opinion on management’s assessment and the effectiveness of our internal control over financial reporting at such time as it is required to do so, and material weaknesses in our internal control over financial reporting are identified, we could be subject to regulatory scrutiny, a loss of public and investor confidence, and to litigation from investors and stockholders, which could have a material adverse effect on our business and our stock price. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our common stock price and adversely affect our business, financial condition and results of operations. If we fail to timely meet our reporting obligations under the Exchange Act, the Sarbanes-Oxley Act and other applicable securities rules and regulations in their entirety, we could be subject to penalties under federal securities laws and regulations of Nasdaq and face lawsuits, and may not be able to obtain independent accountant certifications required for public companies under the Sarbanes-Oxley Act.

The requirements described above may divert management’s attention from other business concerns, which could adversely affect our business and operating results. We may need to hire more corporate employees to comply with these requirements or engage outside consultants, which would increase our costs and expenses. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. These applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on the Pubco Board or as executive officers.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could

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result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

As a result of disclosure of information in this proxy statement/prospectus and in the filings that we are required to make as a public company, our business, operating results and financial condition have become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If any such claims are successful, our business, operating results and financial condition could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, operating results and financial condition.

There can be no assurance that Pubco will be able to comply with the continued listing rules of Nasdaq following the Business Combination.

The ATII Public Units, ATII Public Shares and ATII Public Warrants are currently listed on Nasdaq. We cannot assure you that the ATII Public Units, ATII Public Shares or ATII Public Warrants will continue to be listed on Nasdaq in the future and prior to the Closing or that, in connection with the Business Combination, we will be able to satisfy Nasdaq’s requirements for initial listing on the Nasdaq Capital Market. Nasdaq listing standards are quantitative and qualitative, and Nasdaq has broad discretion in applying and interpreting these standards. If we fail to satisfy applicable listing standards or Nasdaq determines that we do not meet the requirements for continued or initial listing, Nasdaq may delist our securities. In order to continue listing the ATII Public Units, ATII Public Shares and ATII Public Warrants on Nasdaq prior to the Business Combination, we must continue to satisfy Nasdaq’s continued listing requirements, including (among other things) maintaining a minimum bid price and meeting applicable distribution and financial standards. For example, companies listed on the Nasdaq Capital Market must maintain, among other requirements, a $1.00 minimum bid price, at least 500,000 publicly held shares, and $1.0 million market value of publicly held shares, and must satisfy at lease one ongoing financial standard (e.g., $2.5 million stockholders’ equity, $35 million market value of listed securities, of $500,000 net income from consulting operations, as applicable).

In connection with the Business Combination, we expect to apply to list our securities on the Nasdaq Capital Market. Nasdaq will require us to demonstrate compliance with the Nasdaq Capital Market initial listing requirements, which may be more rigorous than continued listing requirements and are subject to Nasdaq’s review in the context of the Proposed Transaction. Under Nasdaq rules, an applicant for initial listing on the Nasdaq Capital Market must meet all of the applicable initial listing requirements and at least one of the specified initial financial standards. These requirements include, among other things:

● a minimum bid price of $4.00 per share, or an alternative minimum closing price (generally $3.00 or, in certain cases, $2.00) if specified additional criteria are met, with the applicable price requirement satisfied for at least five (5) consecutive business days prior to approval;

● at least 1,000,000 unrestricted publicly held shares;

● at least 300 round lot holders (with additional requirements regarding holders of unrestricted securities in specified circumstances);

● at least three registered and active market makers; and

● satisfaction of one of the initial listing standards (which include thresholds relating to stockholders’ equity, market value of unrestricted publicly held shares, market value of listed securities, and/or net income, as applicable.

Additionally, there can be no assurance that Pubco will be able to comply with these continued listing standards of Nasdaq following the Business Combination, including as a result of redemptions, insufficient public “float”, insufficient distribution, an insufficient trading price, or our inability to satisfy the applicable financing standards.

If Nasdaq delists our ATII Units, ATII Ordinary Shares or ATII Public Warrants, or, if following the Closing, delists the shares of Pubco Common Stock or the Pubco SPAC Warrants that were originally issued as ATII Public Warrants as part of the ATII Public

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Units in the IPO from trading on its exchange for failure to meet its listing rules, Pubco and the holders of shares of Pubco Common Stock or such Pubco SPAC Warrants, as applicable, could face significant material adverse consequences including:

● a limited availability of market quotations for shares of Pubco Common Stock or the Pubco SPAC Warrants that were originally issued as ATII Warrants, as part of the ATII Public Units, and converted automatically at the Domestication Merger Effective Time;

● reduced liquidity for shares of Pubco Common Stock or the Pubco SPAC Warrants that were originally issued as ATII Warrants, as part of the ATII Public Units, and converted automatically at the Domestication Merger Effective Time;

● a determination that the shares of Pubco Common Stock are a “penny stock” which will require brokers trading in shares of Pubco Common Stock to adhere to more stringent rules under applicable law and possibly result in a reduced level of trading activity in the secondary trading market for shares of Pubco Common Stock or the Pubco SPAC Warrants that were originally issued as ATII Warrants, as part of the ATII Public Units, and converted automatically at the Domestication Merger Effective Time;

● a limited amount of news and analyst coverage; and

● a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” The shares of Pubco Common Stock and the Pubco SPAC Warrants that were originally issued as ATII Warrants, as part of the ATII Public Units, and converted automatically at the Domestication Merger Effective Time would be covered securities as they are expected to be listed on Nasdaq. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state, other than the state of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if shares of Pubco Common Stock or the Pubco SPAC Warrants that were originally issued as ATII Warrants, as part of the ATII Public Units, and converted automatically at the Domestication Merger Effective Time were no longer listed on Nasdaq, such securities would not qualify as covered securities and Pubco would be subject to regulation in each state in which it offers its securities.

The ATII Units, ATII Ordinary Shares and ATII Warrants, in each case, that were issued in the IPO pursuant to the final prospectus of ATII, dated as of February 10, 2025, and filed with the SEC on February 11, 2025, are currently listed on Nasdaq under the symbols “ATIIU,” “ATII” and “ATIIW,” respectively. Pubco intends to apply to obtain the listing of (1) the Pubco Common Stock and (2) the Pubco SPAC Warrants that were originally issued as part of the ATII Public Units in the IPO on Nasdaq under the proposed symbols “NANO” and “NANOW,” respectively, upon the Closing. Pubco will not have publicly traded units following the Closing. Pursuant to the terms of the Merger Agreement, as a closing condition, ATII is required to cause the Pubco Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by all of the parties to the Merger Agreement. It is important for you to know that, at the time of the extraordinary general meeting, ATII may not have received from Nasdaq confirmation of the listing of the Pubco Common Stock. As a result, you may be asked to vote to approve and adopt the Business Combination Proposal and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received, and the Business Combination could still be consummated if such condition is waived by all of the parties to the Merger Agreement and therefore the Pubco Common Stock would not be listed on any nationally recognized securities exchange.

The future exercise of registration rights may adversely affect the market price of the shares of Pubco Common Stock.

Pursuant to the A&R Registration Rights Agreement, Pubco will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Pubco Common Stock and the Pubco SPAC Warrants that were originally issued as ATII Warrants, as part of the ATII Public Units that are held by the parties to the A&R Registration Rights Agreement from time to time. Pursuant to the A&R Registration Rights Agreement and the PIPE Subscription Agreement, the parties thereto will have, as applicable, customary registration rights, including demand and “piggy-back” rights, subject to cooperation and cut back provisions with respect to shares of

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Pubco Common Stock held by such parties following the consummation of the Business Combination. We estimate that an aggregate of 87,266,851 shares of Pubco Common Stock, approximately 59.47% of the outstanding Pubco Common Stock assuming No Additional Redemptions Scenario, or approximately 70.53% of outstanding Pubco Common Stock assuming the Maximum Redemptions Scenario, and 11,920,000 of the Pubco SPAC Warrants that were originally issued as ATII Warrants, as part of the ATII Public Units and ATII Private Units will be subject to registration rights immediately following Closing.

The registration of shares of Pubco Common Stock and the Pubco SPAC Warrants that were originally issued as ATII Warrants, as part of the ATII Public Units and ATII Private Units will permit the public resale of such securities, subject to any applicable contractual lock-up obligation. The registration and availability of a significant number of such securities for trading in the public market may have an adverse effect on the market price of the shares of Pubco Common Stock post-Closing.

Sales of a substantial amount of shares of Pubco Common Stock in the public market, particularly sales by our executive officers, directors and significant stockholders, or the perception that these sales could occur, could cause the market price of shares of Pubco Common Stock to decline.

In connection with the Business Combination, the Forge Nano Lock-Up Holders will each enter into the Lock-Up Agreement. Pursuant to the Lock-Up Agreement, the Forge Nano Lock-Up Holders will agree to restrictions on offering for sale, selling, contracting to sell, granting any option for the sale of, transferring or otherwise disposing of any shares of Pubco Common Stock and of any securities convertible into or exercisable for Pubco Common Stock, subject to certain exceptions, for up to the earlier of (1) six months following the Closing Date and (2) the date the last reported sale price of shares of Pubco Common Stock equals or exceeds $12.00 per share (subject to adjustment) for any twenty trading days within any thirty-trading day period after the Closing Date.

Additionally, pursuant to the Insider Letter, the Sponsor and each Insider agreed in connection with the IPO to restrictions on transfer following the Closing Date with respect to Founder Shares and ATII Private Shares issued in a private placement concurrently with the IPO, including a lock-up, subject to certain exceptions, in each case ending on the earlier of (a) six months following the Closing Date and (b) the date the last reported sale price of shares of Pubco Common Stock equals or exceeds $12.00 per share (subject to adjustment) for any twenty trading days within any thirty-trading day period after the Closing Date.

When the applicable lock-up periods expire, holders of shares of Pubco Common Stock subject to the lock-up provisions will be able to sell shares of Pubco Common Stock in the public market. Sales of a substantial number of such shares of Pubco Common Stock upon expiration of the lock-up provisions, the perception that such sales may occur or early release of these provisions could cause our market price to fall or make it more difficult for you to sell your shares of Pubco Common Stock at a time and price that you deem appropriate.

In addition, we will file a registration statement to register shares of Pubco Common Stock reserved for future issuance under our equity incentive plans. Subject to the satisfaction of applicable vesting requirements and expiration of the lock-up provisions referred to above, the shares of Pubco Common Stock issued upon exercise or conversion of outstanding equity awards under our equity incentive plans would be available for immediate resale in the open market.

A decline in the price of shares of Pubco Common Stock could affect Pubco’s ability to raise working capital and adversely impact Pubco’s ability to continue operations.

A prolonged decline in the market price of shares of Pubco Common Stock could result in a reduction in the liquidity of the shares of Pubco Common Stock and a reduction in our ability to raise equity capital following the Closing, which could be especially detrimental to our liquidity, operations and strategic plans. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new products and services and continue current operations. We can offer no assurance that we will be able to raise additional equity capital or generate funds from operations sufficient to meet our obligations if the market price for the shares of Pubco Common Stock declines following the Closing. If we are unable to raise sufficient equity capital in the future, we may not be able to have the resources to continue our normal operations following the Closing.

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Pubco does not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in the shares of Pubco Common Stock may come from increases in the fair market value and trading price of the shares of Pubco Common Stock.

We have not paid any cash dividends on ATII Ordinary Shares to date, and Pubco does not intend to pay any cash dividends on the shares of Pubco Common Stock in the foreseeable future following the Closing. Pubco intends to retain future earnings, if any, for reinvestment in the development and expansion of our business. Additionally, our debt agreements may restrict our ability to pay dividends. Whether we pay cash dividends in the future will be at the discretion of the Pubco Board and will be dependent upon our financial condition, results of operations, capital requirements and any other factors that the Pubco Board decides is relevant. Therefore, any return on your investment in shares of Pubco Common Stock may come from increases in the fair market value and trading price of the shares of Pubco Common Stock following the Closing.

The ATII Public Shareholders will experience immediate dilution as a consequence of the issuance of shares of Pubco Common Stock to the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any, as consideration in the Business Combination and due to future issuances pursuant to the 2026 Equity Plan.

It is anticipated that, following the Business Combination, an aggregate of [    ] shares of Pubco Common Stock will be issued and outstanding, assuming the No Additional Redemptions Scenario, or an aggregate of [    ] shares of Pubco Common Stock will be issued and outstanding, assuming the Maximum Redemptions Scenario, and based on Forge Nano’s balance of Forge Nano Stock and Forge Nano Convertible Securities as of     , 2026, comprised of:

● an aggregate of [    ] shares of Pubco Common Stock issued to each Forge Nano Stockholder who receive Closing Payment Shares at the First Effective Time, constituting approximately [    ]% of the issued and outstanding shares of Pubco Common Stock, assuming the No Additional Redemptions Scenario, or approximately [    ]% of the issued and outstanding shares of Pubco Common Stock, assuming the Maximum Redemptions Scenario, upon Closing;

● an aggregate of 3,590,000 shares of Pubco Common Stock issued to the Sponsor, the Initial Shareholders and BTIG, constituting approximately [    ]% of the issued and outstanding shares of Pubco Common Stock upon the Closing;

● an aggregate of 10,000,000 shares of Pubco Common Stock issued to the Initial PIPE Investor pursuant to the PIPE Subscription Agreement at a subscription price of $10.00 per share, together with PIPE Warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock at an exercise price of $10.00 per share (subject to adjustment as described in this proxy statement/prospectus), plus the 3,000,000 Founder Shares, together with all shares of Pubco Common Stock issued upon conversion thereof in the Domestication Merger; and

● an aggregate of 2,300,000 shares of Pubco Common Stock to the Additional PIPE Investors at a subscription price of $10.00 per share.

These percentages assume that no ATII Warrants, Forge Nano Warrants or Forge Nano Ascent Options will be exercised prior to the completion of the Business Combination and that there are no other issuances of equity securities of Pubco prior to or in connection with Closing, including any equity awards that may be issued under the 2026 Equity Plan following the Business Combination. If the actual facts are different from these assumptions, the percentage ownership retained by our existing holders of ATII Ordinary Shares in Pubco following the Business Combination will be different. The ATII Public Shareholders will experience immediate dilution as a consequence of the issuance of shares of Pubco Common Stock to the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities as consideration in the Business Combination on the Closing Date. In addition, Forge Nano employees and consultants hold, and after the Business Combination are expected to be granted corresponding, equity awards under the 2026 Equity Plan. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of Pubco Common Stock.

The issuance of additional shares of Pubco Common Stock described above will significantly dilute the equity interests of existing holders of ATII Ordinary Shares and ATII Warrants and may adversely affect prevailing market prices for our ATII Public Shares or ATII Public Warrants prior to the consummation of the Business Combination.

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Following the consummation of the Business Combination, the Pubco Warrants will be exercisable for shares of Pubco Common Stock, which would increase the number of shares of Pubco Common Stock eligible for future resale in the public market and result in dilution to existing holders of ATII Ordinary Shares. Such dilution will increase if more ATII Public Shares are redeemed in connection with the Business Combination.

As of March 31, 2026, 11,920,000 ATII Warrants were outstanding and unexpired, consisting of 11,500,000 ATII Public Warrants originally issued as part of the ATII Public Units in the IPO and 420,000 ATII Private Warrants originally issued as part of the ATII Private Units issued in a private placement that closed simultaneously with the IPO at a price of $10.00 per unit, and were exercisable to purchase an aggregate of 11,920,000 ATII Ordinary Shares at an exercise price of $11.50 per share in accordance with the ATII Warrant Agreement.

Following the consummation of the Business Combination, the Pubco Warrants to purchase an aggregate of up to 54,774,337 shares of Pubco Common Stock, consisting of:

● the 11,500,000 Pubco SPAC Warrants with an exercise price of $11.50 per share issued in exchange for ATII Public Warrants in the Domestication Merger;

● the 420,000 Pubco SPAC Warrants with an exercise price of $11.50 per share issued in exchange for ATII Private Warrants in the Domestication Merger

● the 8,896,715 Pubco Forge Nano Warrants issued in exchange for the Forge Nano Warrants in the First Company Merger, consisting of (i) the 1,859,028 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 65,430 shares of Forge Nano Common Stock issuable upon exercise of Forge Nano OIC Penny Warrants issued in connection with the OIC Credit Facility at an exercise price of $0.01 per share, as of immediately prior to the First Effective Time, (ii) the 6,692,560 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 235,550 shares of Forge Nano Common Stock issuable upon exercise of the Forge Nano OIC Warrants issued in connection with the OIC Credit Agreement at an exercise price of $        per share as of immediately prior to the First Effective Time, (iii) the 88,022 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 3,098 shares of Forge Nano Common Stock underlying the Forge Nano SVB Warrants at an exercise price of $      per share as of immediately prior to the First Effective Time, and (iv) the 257,105 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 9,049 shares of Forge Nano Common Stock issuable upon exercise of the Forge Nano SEP Warrant at an exercise price of $       per share as of immediately prior to the First Effective Time;

● the 2,344,371 shares of Pubco Common Stock underlying the Pubco Ascent Warrants issued in exchange for the 82,512 shares of Forge Nano Common Stock issuable upon exercise of the Forge Nano Ascent Options (exercise price of $96.95 per share), at an exercise price of $3.30 per share as of immediately prior to the First Effective Time expiring on December 31, 2028, subject to extension to December 31, 2029 at the holder’s election, in which case the exercise price per share applicable to any exercise occurring between January 1, 2029 and December 31, 2029 will increase by 25%, from $3.30 to $4.13 per share; and

● the 15,000,000 shares of Pubco Common Stock underlying the PIPE Warrants issued to the Initial PIPE Investor pursuant to the PIPE Subscription Agreement, each with an exercise price of $10.00 per share (subject to adjustment as described below), plus the 5,000,000 shares of Pubco Common Stock underlying the Additional PIPE Warrants and the 10,000,000 shares of Pubco Common Stock underlying the Reset PIPE Warrants. The PIPE Warrants and the Additional PIPE Warrants have an initial exercise price of $10.00 per share, subject to a one-time downward reset based on the trading price of Pubco Common Stock following the Closing, with a floor of $7.28 per share if, as of the Closing, Pubco or any of its subsidiaries has entered into a binding commitment for at least $200,000,000 of debt financing that has been publicly disclosed, and $5.00 per share otherwise. The Reset PIPE Warrants, if issued, would have an exercise price equal to the reduced exercise price resulting from such reset (which would not be less than the applicable floor price). After giving effect to the transfer at the Closing of an aggregate of 3,000,000 shares of Pubco Common Stock from the Sponsor to the Initial PIPE Investor pursuant to the Purchaser Support Agreement, the effective purchase price of the shares issued to the Initial PIPE Investor pursuant to the PIPE Subscription Agreement is approximately $7.69 per share of Pubco Common Stock, as compared to the subscription price of $10.00 per share.

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However, there is no guarantee that any Pubco Warrants will ever be “in the money” following the Closing prior to their expiration, and, as such, the Pubco Warrants may expire worthless. See “—Even if the Business Combination is consummated, the Pubco SPAC Warrants that were originally issued as part of the ATII Public Units may never be in the money, and they may expire worthless. The terms of the Pubco SPAC Warrants that were originally issued as part of the ATII Public Units may be amended in a manner adverse to a holder if holders of at least a majority of the then outstanding Pubco SPAC Warrants approve of such amendment.”

To the extent the Pubco Warrants are exercised, additional shares of Pubco Common Stock will be issued, which will result in dilution to the holders of shares of Pubco Common Stock and may increase the number of shares of Pubco Common Stock eligible for resale in the public market. The dilution, as a percentage of outstanding shares of Pubco Common Stock, caused by the exercise of the Pubco Warrants will increase if a large number of ATII Public Shareholders elect to redeem their ATII Public Shares in connection with the Business Combination.

Holders of the ATII Warrants will not have a right to redeem such ATII Warrants in connection with the Business Combination. Accordingly, the redemption of ATII Public Shares in connection with the Business Combination without any accompanying redemption of ATII Warrants will increase the dilutive effect of the exercise of Pubco Warrants following the Business Combination. Assuming the Maximum Redemptions Scenario, and assuming each redeeming ATII Public Shareholder holds one-half of one ATII Warrant for each ATII Public Share redeemed in connection with the Business Combination, representing the number of ATII Warrants originally issued as part of the ATII Public Units, up to 11,500,000 ATII Warrants would be retained by redeeming ATII Public Shareholders (assuming all ATII Public Shareholders elected not to exercise their ATII Warrants) with an aggregate market value of approximately $           , based on the market price of $            per ATII Warrant as of            , 2026. We cannot predict the ultimate value of the Pubco SPAC Warrants following consummation of the Business Combination. Sales of substantial numbers of shares of Pubco Common Stock issued upon the exercise of Pubco SPAC Warrants in the public market or the potential that such Pubco SPAC Warrants may be exercised could also adversely affect the market price of the shares of Pubco Common Stock.

Even if the Business Combination is consummated, the Pubco SPAC Warrants may never be in the money, and they may expire worthless. The terms of the Pubco SPAC Warrants may be amended in a manner adverse to a holder if holders of at least a majority of the then outstanding Pubco SPAC Warrants approve of such amendment.

The exercise price for the Pubco SPAC Warrants will be $11.50 per share of Pubco Common Stock, subject to adjustment in accordance with the ATII Warrant Agreement. There can be no assurance that the Pubco SPAC Warrants will be “in the money” following the time they become exercisable and prior to their expiration and, as such, the Pubco SPAC Warrants may expire worthless. The Pubco SPAC Warrants will expire five (5) years after the completion of the Business Combination, at 5:00 p.m. Eastern Time, or earlier upon redemption.

The Pubco SPAC Warrants were issued in registered form under the ATII Warrant Agreement. The ATII Warrant Agreement provides that the terms of the Pubco SPAC Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision or in a manner adverse to a holder with the approval of the holders of at least a majority of the aggregate then outstanding Pubco SPAC Warrants, assuming such modification or amendment is being undertaken after the consummation of a Business Combination. The terms of the Pubco SPAC Warrants may be amended as described above to, among other things, increase the exercise price of such Pubco SPAC Warrants, shorten the exercise period or decrease the number of securities purchasable upon exercise of such Pubco SPAC Warrants.

Pubco may redeem your unexpired Pubco SPAC Warrants issued in exchange for ATII Warrants originally issued as part of ATII Public Units in the IPO prior to their exercise at a time that is disadvantageous to you, thereby making such Pubco SPAC Warrants worthless.

We will have the ability to redeem issued and outstanding Pubco SPAC Warrants issued in exchange for ATII Warrants originally issued as part of the ATII Public Units in the IPO at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Pubco SPAC Warrant, in accordance with the terms of the ATII Warrant Agreement, provided that the last reported sale price of the shares of Pubco Common Stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty- (30-) trading day period ending on the third (3rd) trading day prior to the date we send the notice of redemption to the holders of Pubco SPAC Warrants and provided certain other conditions are met. We will not redeem the Pubco SPAC Warrants unless an effective registration statement under the Securities Act covering the shares of Pubco Common Stock issuable is effective and a current prospectus relating to those shares of Pubco Common Stock is available throughout the thirty- (30-) day redemption period, except if we elect to require the Pubco SPAC Warrants to be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when such Pubco SPAC Warrants become redeemable by us, we may not exercise our

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redemption right if the issuance of shares upon exercise of such Pubco SPAC Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. Redemption of the issued and outstanding and unexpired Pubco SPAC Warrants issued in exchange for ATII Warrants originally issued as part of the ATII Public Units in the IPO could force you (i) to exercise such Pubco SPAC Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell such Pubco SPAC Warrants at the then-current market price when you might otherwise wish to hold your Pubco SPAC Warrants or (iii) to accept the nominal redemption price which, at the time the issued and outstanding and unexpired Pubco SPAC Warrants are called for redemption, is likely to be substantially less than the market value of such Pubco SPAC Warrants.

Our ability to require holders of the Pubco SPAC Warrants to exercise such Pubco SPAC Warrants on a cashless basis will cause holders to receive fewer shares of Pubco Common Stock upon their exercise of the Pubco SPAC Warrants than they would have received had they been able to exercise their Pubco Warrants for cash.

If we call the Pubco SPAC Warrants issued in exchange for ATII Warrants originally issued as part of the ATII Public Units in the IPO for redemption after the redemption criteria described elsewhere in this proxy statement/prospectus have been satisfied, we will have the option to require any holder that wishes to exercise such Pubco SPAC Warrants (including any such Pubco SPAC Warrants held by the Sponsor and the Initial Shareholders, the ATII’s directors or officers, or any of their respective permitted transferees) to do so on a “cashless basis.” If we choose to require holders to exercise such Pubco SPAC Warrants on a cashless basis, the number of shares of Pubco Common Stock received by a holder upon exercise will be fewer than it would have been had such holder exercised such Pubco SPAC Warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment.

If a holder elects to exercise such Pubco SPAC Warrants on a “cashless basis” as described above, such holder would pay the exercise price by surrendering the Pubco SPAC Warrants for that number of shares of Pubco Common Stock equal to the quotient obtained by dividing (x) the product obtained by multiplying (i) the number of shares of Pubco Common Stock underlying the Pubco SPAC Warrants by (ii) the difference between the exercise price of the Pubco SPAC Warrants and the “fair market value” ​(defined below) by (y) the “fair market value.” The “fair market value” shall mean the average reported closing price of the shares of Pubco Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date the notice of exercise is received by the warrant agent; if we require cashless exercise in connection with a redemption, the “fair market value” is the average reported closing price for the five (5) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to holders of Pubco SPAC Warrants.

The ATII Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the Pubco SPAC Warrants, which could limit the ability holders of Pubco SPAC Warrants to obtain a favorable judicial forum for disputes.

The ATII Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the ATII Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the ATII Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. We note that there is uncertainty as to whether a court would enforce such provisions, and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any Pubco SPAC Warrants shall be deemed to have notice of and to have consented to the forum provisions in the ATII Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the ATII Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of such Pubco SPAC Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement

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action”), and (y) having service of process made upon such holder of such Pubco SPAC Warrants in any such enforcement action by service upon such holder of such Pubco SPAC Warrants’ counsel in the foreign action as agent for such holder of such Pubco SPAC Warrants.

This choice-of-forum provision may limit the ability of a holder of Pubco SPAC Warrants to bring a claim in a judicial forum that it finds favorable for disputes, which may discourage such lawsuits and result in increased costs to holders of such Pubco SPAC Warrants to bring a lawsuit. Alternatively, if a court were to find these provisions of the ATII Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management team.

Pubco will be a “smaller reporting company” and “emerging growth company” under the U.S. federal securities laws, and the reduced reporting requirements applicable to “smaller reporting companies” and “emerging growth companies” could make the shares of Pubco Common Stock less attractive to investors.

We are a “smaller reporting company” and an “emerging growth company” under U.S. federal securities laws. For as long as we continue to be a “smaller reporting company,” we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “smaller reporting companies,” including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements filed with the SEC. Furthermore, as an “emerging growth company,” we intend to take advantage of exemptions from certain reporting requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and exemptions from the requirements of holding a non-binding advisory vote on executive compensation. Investors may not find shares of Pubco Common Stock attractive because we may rely on these exemptions and reduced disclosures. If some investors find shares of Pubco Common Stock less attractive as a result, there may be a less active trading market for shares of Pubco Common Stock and the market price for shares of Pubco Common Stock may be more volatile.

We will remain a “smaller reporting company” until the last day of the fiscal year in which (1) the market value of the shares of Pubco Common Stock held by non-affiliates exceeds $250 million as of the end of the prior fiscal year’s second fiscal quarter or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of the shares of Pubco Common Stock held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter.

We will remain an “emerging growth company” until the earlier of: (1) the last day of the fiscal year (a) following February 12, 2030, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a “large accelerated filer,” which means the market value of shares of Pubco Common Stock held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) at least one day after the Domestication Merger Effective Time, the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

Risks Related to the Business Combination and ATII

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to ATII prior to the consummation of the Domestication Merger Effective Time, and Pubco following Domestication Merger Effective Time.

The Sponsor and the Initial Shareholders, including the ATII’s directors and officers, and each of their respective affiliates, control a substantial interest in ATII prior to the Business Combination and thus may influence certain actions requiring a vote of the holders of ATII Ordinary Shares.

When you consider the recommendation of the ATII Board in favor of approval of the Business Combination Proposal and the other proposals included in this proxy statement/prospectus, you should keep in mind that the Sponsor, the Initial Shareholders and ATII’s directors and officers, and each of their respective affiliates, have interests in such proposals that are different from, or in addition to and/or in conflict with, those of the holders of ATII Ordinary Shares generally. These interests include, among other things:

● The Sponsor and the Initial Shareholders beneficially own, collectively, 5,750,000 Founder Shares (up to 3,300,000 of which are subject to transfer pursuant to the Purchaser Support Agreement) acquired in June 2024, prior to the IPO, for an aggregate purchase price of $25,000, or approximately $0.004 per ATII Ordinary Share, as well as 530,000 ATII Private Shares and 265,000 ATII Private Warrants included in the 530,000 ATII Private Units purchased in a private

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placement concurrently with the IPO for an aggregate purchase price of $5,300,000. Given the differential in the purchase price that the Sponsor and the Initial Shareholders paid for the Founder Shares as compared to the price of the ATII Ordinary Shares included in the ATII Public Units sold in the IPO, the Sponsor may earn a positive rate of return on its investment even if the shares of Pubco Common Stock trade below $10.00 per share and the ATII Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsor and the Initial Shareholders diverge from the economic interests of the ATII Public Shareholders because Sponsor will realize a gain on its investment from the completion of any business combination during the Completion Window while ATII Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share. The Sponsor and the Initial Shareholders have agreed to waive their rights to any liquidation distributions with respect to such Founder Shares, ATII Private Shares and ATII Private Warrants in the event the Business Combination (or any other initial business combination) is not consummated during the Completion Window. Accordingly, if ATII does not consummate the Business Combination (or any other initial business combination) during the Completion Window, each would become worthless and the Sponsor and the Initial Shareholders will lose their entire investment with respect to such Founder Shares, ATII Private Shares and ATII Private Warrants. In such event, the 6,280,000 ATII Ordinary Shares owned by the Sponsor, consisting of 5,750,000 Founder Shares and 530,000 ATII Private Shares and 265,000 ATII Private Warrants originally issued as part of the ATII Private Units purchased in a private placement that closed simultaneously with the IPO at a purchase price of $10.00 per unit, for an aggregate purchase price of $5,300,000, would be worthless because following the redemption of ATII Public Shares, we would likely have few, if any, net assets and because the Sponsor has agreed to waive their rights to liquidating distributions to the Trust Account with respect to such shares if we fail to complete an initial business combination during the Completion Window.

● If ATII consummates the Business Combination during the Completion Window, the Sponsor will, following the Domestication Merger Effective Time, become the beneficial owner of 3,280,000 shares of Pubco Common Stock (assuming Sponsor transfers 3,000,000 ATII Ordinary Shares to the Initial PIPE Investor and retains 300,000 ATII Ordinary Shares that are subject to transfer to secure additional financing in connection with the Business Combination) with an aggregate market value of approximately $     , based on the closing price of ATII Public Shares of $     as of    , 2026, and 265,000 Pubco SPAC Warrants with an aggregate market value of approximately $     , based on the closing price of ATII Public Warrants of $     as of     , 2026, in each case, as reported on Nasdaq. However, given that such shares of Pubco Common Stock and Pubco SPAC Warrants will be subject to certain restrictions, including those described elsewhere in this proxy statement/prospectus, ATII believes such shares have less value.

● The Sponsor, the Initial Shareholders and ATII’s directors and officers have agreed not to redeem any of the Founder Shares or ATII Ordinary Shares held by them in connection with a vote by the holders of ATII Ordinary Shares to approve the Business Combination.

● If the Trust Account is liquidated, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per ATII Public Share, or such lesser amount per ATII Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

● The continued indemnification of the ATII Directors and current officers of ATII and the continuation of directors’ and officers’ liability insurance after the Business Combination is consummated.

● Upon the Closing, subject to the terms and conditions of the Merger Agreement, the Sponsor, ATII’s officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by ATII from time to time, made by the Sponsor or certain of ATII’s officers and directors to finance transaction costs in connection with an intended business combination. As of the date of this proxy statement/prospectus, there are no out-of-pocket expenses to be reimbursed.

● Pursuant to the A&R Registration Rights Agreement, ATII’s officers and directors, and the Sponsor and its members will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back

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provisions with respect to the shares of Pubco Common Stock held by such parties following the consummation of the Business Combination.

● In connection with the Closing, the Sponsor, ATII’s directors and officers would be entitled to the repayment of any outstanding Working Capital Loans and advances that have been made to ATII. In order to finance transaction costs in connection with an initial business combination, the Sponsor or certain of ATII’s officers or directors may, but are not obligated to, loan ATII Working Capital Loans. In the event that an initial business combination does not close during the Completion Window, ATII may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at $10.00 per unit at the option of the lender. The units would be identical to the ATII Private Units. As of the date of this proxy statement/prospectus, no such Working Capital Loans were outstanding

In addition, as a result of multiple business affiliations, ATII’s directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under the Companies Act. We believe, however, that there were no such corporate opportunities presented to ATII’s directors and officers which were not presented to ATII, and therefore that our directors’ and officers’ additional fiduciary, contractual or similar legal obligations to other entities did not impact our search for a business combination target. These interests may influence the ATII directors in making their recommendation that you vote in favor of the Business Combination Proposal and each of the other proposals presented to the holders of ATII Ordinary Shares in the accompanying proxy statement/prospectus. For more information, see “Information About ATII —  Conflicts of Interest.”

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote, as of the Record Date, an aggregate of 6,590,000 of the 29,590,000 issued and outstanding ATII Ordinary Shares, consisting of (1) the 5,750,000 Founder Shares acquired by the Sponsor and the Initial Shareholders in June 2024 prior to the IPO at a purchase price of approximately $0.004 per share, (2) the 530,000 ATII Private Shares originally issued to the Sponsor as part of the ATII Private Units in a private placement that closed simultaneously with the IPO at a purchase price of $10.00 per unit, together with 265,000 ATII Private Warrants with an exercise price of $11.50 per share, for an aggregate purchase price of $5,300,000 and (3) 310,000 ATII Private Shares originally issued to BTIG as part of the ATII Private Units in a private placement that closed simultaneously with the IPO at a purchase price of $10.00 per unit, together with 155,000 ATII Private Warrants with an exercise price of $11.50 per share, for an aggregate purchase price of $3,100,000.

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively hold 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, and have agreed to vote all Founder Shares and all ATII Ordinary Shares they may hold in favor of all the proposals being presented at the extraordinary general meeting, including the Business Combination Proposal. As a result, we would only need 8,205,001 additional votes of holders of ATII Public Shares, or approximately 35.67% of the 23,000,000 ATII Public Shares issued and outstanding as of the Record Date, to be voted in favor of the Business Combination in order to approve, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal, while 13,136,667 additional votes of holders of ATII Public Shares, or approximately 57.12% of the 23,000,000 ATII Public Shares outstanding to be voted in favor to approve, by Special Resolution of the holders of ATII Ordinary Shares, the Domestication Merger Proposal and the Organizational Documents Proposal. See “Proposal No. 1 — The Business Combination Proposal — Certain Interests of the Sponsor and ATII’s directors and officers in the Business Combination” for a further discussion of these considerations.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding ATII or its securities, the Sponsor, the Initial Shareholders and ATII’s officers and directors or their affiliates may purchase ATII Public Shares in privately negotiated transactions or in the open market, although they are under no obligation to do so. There is no limit on the number of ATII Public Shares that such persons may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase ATII Public Shares in such transactions.

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We may be forced to close the Business Combination even if we determine it is no longer in the best interest of holders of ATII Ordinary Shares.

Pursuant to the Merger Agreement, ATII Public Shareholders are protected from a material adverse event of Forge Nano arising between the date of the Merger Agreement and the Closing primarily by the right to redeem their ATII Public Shares in connection with the Business Combination for a pro rata portion of the funds held in the Trust Account that are available for distribution to ATII Public Shareholders, calculated as of two (2) business days prior to the scheduled vote on the Business Combination Proposal. Accordingly, if a material adverse event were to occur after approval of the Condition Precedent Proposals at the extraordinary general meeting, we may be forced to close the Business Combination even if we determine it is no longer in the best interest of the holders of ATII Ordinary Shares to do so (as a result of such material adverse event) which could have a significant negative impact on our business, financial condition or results of operations.

ATII may not be able to complete an initial business combination with Forge Nano since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

ATII is a Cayman Islands exempted company, and therefore may be considered a “foreign person” under the regulations administered by CFIUS. As such, the Business Combination may be subject to regulatory review and approval requirements by Governmental Authorities, or ultimately prohibited. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. The scope of CFIUS review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If the Business Combination is subject to CFIUS review, ATII may determine that it is required to make a mandatory filing or that it will submit a voluntary filing to CFIUS, or to proceed with the initial business combination without submitting a mandatory or voluntary filing CFIUS and risk CFIUS intervention, before or after Closing. CFIUS may decide to delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination or recommend that the President of the United States of America block the Business Combination or order ATII to divest all or a portion of Forge Nano following the Closing.

If the Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the transaction without notifying CFIUS and risk CFIUS intervention, before or after the Closing. If CFIUS were to review the Business Combination, CFIUS may decide to block or delay the Business Combination, impose conditions with respect to the Business Combination, recommend that the President of the United States order us to divest all or a portion of the U.S. target business of the Business Combination that we acquired without first obtaining CFIUS approval, or impose penalties if CFIUS believes that a mandatory notification requirement applied and was not met. In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership.

Moreover, the process of government review, whether conducted by the CFIUS or otherwise, could be lengthy and ATII has limited time to complete its initial business combination during the Completion Window. If ATII cannot complete its initial business combination during the Completion Window, because the review process extends beyond such timeframe or because the Business Combination is ultimately prohibited by CFIUS or another government entity with appropriate jurisdiction, ATII may be required to liquidate. If ATII liquidates, the ATII Public Shareholders may only be entitled to receive a pro rata portion of the amounts held in the Trust Account that are available for distribution to ATII Public Shareholders (with interest shall be net of taxes payable, if any), and up to $100,000 of interest to pay any dissolution expenses, and the ATII Warrants will expire and be worthless. This will also cause ATII Public Shareholders to lose the investment opportunity in Forge Nano and the chance of realizing future gains on their investment through any price appreciation in the combined company.

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We are at risk of being deemed an “investment company” for purposes of the Investment Company Act of 1940 (as amended, the “Investment Company Act”).

If we were deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete the Business Combination during the Completion Window and instead be required to liquidate ATII.

There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”) and we may in the future be subject to a claim that we have been operating as an unregistered “investment company.” If we are deemed to be an “investment company” for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete the Business Combination during the Completion Window and instead be required to liquidate ATII. If we are required to liquidate ATII, the holders of ATII Ordinary Shares would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of ATII Ordinary Shares and ATII Warrants following such a transaction, and the ATII Warrants would expire and be worthless.

The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered “investment company” for purposes of the Investment Company Act, in which case we may be required to liquidate ATII.

Since the Insiders have interests that are different, or in addition to (and which may conflict with), the interests of the holders of ATII Ordinary Shares generally, a conflict of interest may have existed in determining whether the Business Combination with Forge Nano is appropriate as our initial business combination. Such interests include that the Sponsor will lose its entire investment in us if our initial business combination is not completed during the Completion Window.

When you consider the recommendation of the ATII Board in favor of approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, you should keep in mind that the Insiders have interests in such proposal that are different from, or in addition to, those of the holders of ATII Ordinary Shares and ATII Warrants generally.

Such interests include the following:

● The Sponsor and the Initial Shareholders beneficially own, collectively, 5,750,000 Founder Shares (up to 3,300,000 of which are subject to transfer pursuant to the Purchaser Support Agreement) acquired in June 2024, prior to the IPO, for an aggregate purchase price of $25,000, or approximately $0.004 per ATII Ordinary Share, as well as 530,000 ATII Private Shares and 265,000 ATII Private Warrants included in the 530,000 ATII Private Units purchased in a private placement concurrently with the IPO for an aggregate purchase price of $5,300,000. Given the differential in the purchase price that the Sponsor and the Initial Shareholders paid for the Founder Shares as compared to the price of the ATII Ordinary Shares included in the ATII Public Units sold in the IPO, the Sponsor may earn a positive rate of return on its investment even if the shares of Pubco Common Stock trade below $10.00 per share and the ATII Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsor and the Initial Shareholders diverge from the economic interests of the ATII Public Shareholders because Sponsor will realize a gain on its investment from the completion of any business combination during the Completion Window while ATII Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share. The Sponsor and the Initial Shareholders have agreed to waive their rights to any liquidation distributions with respect to such Founder Shares, ATII Private Shares and ATII Private Warrants in the event the Business Combination (or any other initial business combination) is not consummated during the Completion Window. Accordingly, if ATII does not consummate the Business Combination (or any other initial business combination) during the Completion Window, each would become worthless and the Sponsor and the Initial Shareholders will lose their entire investment with respect to such Founder Shares, ATII Private Shares and ATII Private Warrants. In such event, the 6,280,000 ATII Ordinary Shares owned by the Sponsor, consisting of 5,750,000 Founder Shares and 530,000 ATII Private Shares and 265,000 ATII Private Warrants originally issued as part of the ATII Private Units purchased in a private placement that closed simultaneously with the IPO at a purchase price of $10.00 per unit, for an aggregate purchase price of $5,300,000, would be worthless because following the redemption of ATII Public Shares, we would likely have few, if any, net assets and because the Sponsor has agreed to waive their rights to liquidating distributions to the Trust Account with respect to such shares if we fail to complete an initial business combination during the Completion Window.

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● If ATII does not consummate an initial business combination during the Completion Window, it would cease all operations except for the purpose of winding up, redeeming all of the outstanding ATII Public Shares in exchange for cash and, subject to the approval of its remaining holders of ATII Ordinary Shares and the ATII Board, liquidating and dissolving ATII, subject in each case to its obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the Founder Shares owned by the Sponsor would be worthless because following the redemption of the ATII Public Shares, ATII would likely have few, if any, net assets and because the Insiders have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of the Founder Shares if ATII fails to complete its initial business combination during the Completion Window. Additionally, in such event, the ATII Warrants (including the underlying ATII Ordinary Shares) owned by the Sponsor would also be worthless. The ATII Directors and the officers of ATII have an indirect economic interest in the ATII Warrants and Founder Shares owned by the Sponsor.

● As a result of the low purchase price paid for the Founder Shares, even if the trading price of the shares of Pubco Common Stock were as low as $0.94 per share, the aggregate market value of the Founder Shares alone (without taking into account the value of the shares of Pubco Common Stock and Pubco SPAC Warrants held by the Sponsor) would be approximately equal to the investment in ATII by the Sponsor. As a result, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment in us even at a time when the shares of Pubco Common Stock have lost significant value. On the other hand, if the Business Combination is not completed and ATII liquidates without completing another initial business combination during the Completion Window, the Sponsor would lose its entire investment in us.

● Upon liquidation, the Sponsor and the Initial Shareholders will lose their entire investment in the Founder Shares and ATII Private Units, which totals $5,325,000 in the aggregate. The potential loss of this investment could incentivize the Sponsor and its affiliates to pursue an initial business combination on unfavorable terms during the Completion Window in order to avoid a liquidation of ATII.

● The existing ATII Directors and officers of ATII will be eligible for continued indemnification and continued coverage under ATII’s directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Merger Agreement and pursuant to indemnification agreements entered into with such existing ATII Directors and officers of ATII in connection with the IPO.

● In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to ATII if and to the extent any claims by a third party (other than ATII’s independent registered public accounting firm) for services rendered or products sold to ATII, or a prospective target business with which ATII has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (a) $10.05 per ATII Public Share and (b) the actual amount per ATII Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per ATII Public Share, due to reductions in value of the assets in the Trust Account, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

● The existing ATII Directors and officers of ATII and their respective affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination during the Completion Window. As of the date of this proxy statement/prospectus, the current value of the reimbursement of the out-of-pocket expenses owed to ATII Directors and officers of ATII and their respective affiliates is $100,000. However, if ATII fails to consummate an initial business combination during the Completion Window, such persons will not have any claim against the Trust Account for reimbursement of out-of-pocket expenses. Accordingly, ATII may not be able to reimburse these advances, and expenses incurred, by the ATII Directors and officers of ATII and their respective affiliates if the Business Combination or another initial business combination is not completed during the Completion Window.

● Pursuant to the A&R Registration Rights Agreement and the PIPE Subscription Agreements, the Insiders, the Significant Forge Nano Holders and the PIPE Investors will each have customary registration rights, including demand and “piggy-back” rights, subject to cooperation and cut-back provisions with respect to the shares of Pubco Common Stock and Pubco SPAC Warrants held by such parties following the consummation of the Proposed Transaction. We estimate (1) that the Insiders and BTIG will hold an aggregate of 3,590,000 shares of Pubco Common Stock, comprised of 2,750,000 Founder Shares held by Sponsor (assuming Sponsor transfers 3,000,000 ATII Ordinary Shares to the Initial PIPE Investor and retains 300,000 ATII Ordinary Shares that are subject to transfer to secure additional financing in connection with the Business Combination

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pursuant to the Purchaser Support Agreement) and 530,000 ATII Private Units held by Sponsor and 310,000 ATII Private Units held by BTIG, and an aggregate of 420,000 Pubco SPAC Warrants that will be subject to registration rights, (2) that the Significant Forge Nano Holders will hold an aggregate of 72,086,674 shares of Pubco Common Stock, or approximately 49.13% of the outstanding shares of Pubco Common Stock assuming the No Additional Redemptions Scenario, or approximately 58.26% of the outstanding shares of Pubco Common Stock assuming the Maximum Redemptions Scenario will be subject to registration rights, (3) that the 8,896,715 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants and the 2,344,371 shares of Pubco Common Stock underlying the Pubco Ascent Warrants will be subject to registration rights and (4) that the PIPE Investors will hold an aggregate of 12,300,000 shares of Pubco Common Stock (assuming Sponsor transfers 3,000,000 Sponsor Contribution Shares to the Initial PIPE Investor) will be subject to registration rights.

In addition, as a result of multiple business affiliations, ATII’s directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under the Companies Act. We believe, however, that there were no such corporate opportunities presented to ATII’s directors and officers which were not presented to ATII, and therefore that our directors’ and officers’ additional fiduciary, contractual or similar legal obligations to other entities did not impact our search for a business combination target. These interests may influence the ATII directors in making their recommendation that you vote in favor of the Business Combination Proposal and each of the other proposals presented to the holders of ATII Ordinary Shares in the accompanying proxy statement/prospectus. For more information, see “Information About ATII — Conflicts of Interest.”

See “Proposal No. 1 – The Business Combination Proposal — Certain Interests of ATII’s Directors and Officers and Others in the Business Combination”.

The existence of financial and personal interests of one or more ATII Directors may result in a conflict of interest on the part of such ATII Director(s) between what he, she or they may believe is in the best interests of ATII and the holders of ATII Ordinary Shares generally and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that holders of ATII Ordinary Shares vote for the proposals. In addition, ATII’s officers have interests in the Business Combination that may conflict with your interests as a holder of ATII Ordinary Shares generally. See “— Certain Interests of ATII’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

The personal and financial interests of the Sponsor, as well as the ATII Directors and officers of ATII may have influenced their motivation in identifying and selecting Forge Nano as an initial business combination target, completing the Business Combination with Forge Nano and influencing the operation of the business following the Business Combination. Because the Sponsor, ATII Directors and officers of ATII will lose their entire investment in ATII if ATII does not complete an initial business combination during the Completion Window, and will benefit from the completion of an initial business combination, they may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to holders of ATII Ordinary Shares generally rather than liquidate. In considering the recommendations of the ATII Board to vote for the proposals, holders of ATII Ordinary Shares should consider these interests.

The exercise of discretion by ATII Directors and officers of ATII in agreeing to changes or waivers in the terms of the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or such waivers of conditions are appropriate and in the best interest of holders of ATII Ordinary Shares.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require ATII to agree to amend the Merger Agreement, to consent to certain actions taken by Forge Nano or to waive rights that ATII is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Forge Nano’s business or a request by Forge Nano to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of such circumstances, it would be at ATII’s discretion, acting through the ATII Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more ATII Directors (as described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such ATII Director(s) between what he, she or they may believe is best for ATII and the holders of ATII Ordinary Shares and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, ATII does not believe there will be any changes or waivers that ATII Directors or officers of ATII would be likely to make after approval of the Business Combination Proposal by the holders of ATII Ordinary Shares has been obtained. While certain changes could be made without further approval by the holders of ATII Ordinary Shares, ATII could be required to circulate a new or amended proxy statement/prospectus and resolicit the holders of ATII

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Ordinary Shares if changes to the terms of the Business Combination that would have a material impact on the holders of ATII Ordinary Shares are required prior to the vote on the Business Combination Proposal.

ATII and Forge Nano will incur significant transaction and transition costs in connection with the Business Combination.

ATII and Forge Nano have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. ATII and Forge Nano may also incur additional costs to retain key employees. Certain transaction costs incurred in connection with the Merger Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by Pubco following the closing of the Business Combination.

Subsequent to the consummation of the Business Combination, Pubco may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the market price of shares of Pubco Common Stock, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to Forge Nano has identified all material issues or risks associated with Forge Nano, its business or the industries in which it competes. Furthermore, we cannot assure you that factors outside of Forge Nano’s and our control will not later arise. As a result of these factors, we may be exposed to liabilities and incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about Pubco or Pubco Securities. Additionally, we have no indemnification rights against the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any, under the Merger Agreement and all consideration will be due and delivered at the Closing pursuant to the Merger Agreement.

Accordingly, any holders of ATII Ordinary Shares or ATII Warrants who choose to remain holders of shares of Pubco Common Stock or Pubco SPAC Warrants following the Business Combination could suffer a reduction in the value of their ATII Ordinary Shares or ATII Warrants. Such holders of ATII Ordinary Shares or ATII Warrants are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by the ATII Directors or officers of ATII of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under U.S. federal securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

The historical financial results of Forge Nano and unaudited condensed combined pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what Pubco’s actual financial position or results of operations would have been.

The historical financial results of Forge Nano included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows Forge Nano would have achieved as a standalone public company during the periods presented or those Pubco will achieve in the future. This is primarily the result of the following factors: (i) Pubco will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) Pubco’s capital structure will be different from that reflected in Forge Nano’s historical financial statements. Pubco’s financial condition and future results of operations could be materially different from amounts reflected in its historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare Pubco’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited condensed combined pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, ATII being treated as the “acquired” company for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of Forge Nano on the Closing Date and the number of ATII Public Shares that are redeemed in connection with the Business Combination. Accordingly, such unaudited condensed combined pro forma financial information may not be indicative of Pubco’s future operating or financial performance and Pubco’s actual financial condition and results of operations may vary materially

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from Pubco’s pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Following the consummation of the Business Combination, Pubco’s only significant asset will be Pubco’s ownership interest in Forge Nano and such ownership may not be sufficient to pay dividends or make distributions or loans to enable Pubco to pay any dividends on shares of Pubco Common Stock or satisfy Pubco’s other financial obligations.

Following the consummation of the Business Combination, Pubco will have no direct operations and no significant assets other than Pubco’s ownership of Forge Nano. Pubco will depend on Forge Nano for distributions, loans and other payments to generate the funds necessary to meet Pubco’s financial obligations, including Pubco’s expenses as a publicly traded company and to pay any dividends with respect to shares of Pubco Common Stock. The financial condition and operating requirements of Forge Nano may limit Pubco’s ability to obtain cash from Forge Nano. The earnings from, or other available assets of, Forge Nano may not be sufficient to pay dividends or make distributions or loans to enable Pubco to pay any dividends on shares of Pubco Common Stock or satisfy Pubco’s other financial obligations.

This lack of diversification may subject Pubco to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which Pubco or Forge Nano may operate subsequent to the Business Combination.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per ATII Public Share redemption amount received by redeeming ATII Public Shareholders may be less than $10.05 per ATII Public Share (which was the offering price per unit in the IPO).

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or, even if they execute such agreements, that they would be prevented from bringing claims against the Trust Account, including, but not limited to, claims of fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of ATII under the circumstances.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our ATII Public Shares, if we have not completed our initial business combination during the Completion Window, or upon the exercise of a Redemption Right in connection with the Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following such redemption. Accordingly, the per ATII Public Share redemption amount received by ATII Public Shareholders could be less than the $10.05 per ATII Public Share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per ATII Public Share and (ii) the actual amount per ATII Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per ATII Public Share, due to reductions in value of the trust assets in the Trust Account, less taxes payable, if any, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve

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for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions of ATII Public Shares could be reduced to less than $10.05 per ATII Public Share. In such event, we may not be able to complete our initial business combination during the Completion Window, and you would receive such lesser amount per ATII Public Share in connection with any redemption of your ATII Public Shares in connection with the Proposed Transaction. None of the ATII Directors or officers of ATII will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination during the Completion Window.

In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future. The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination during the Completion Window. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, Pubco might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors’ and officers’ liability insurance could have an adverse impact on Pubco’s ability to attract and retain qualified officers and directors following the Closing.

In addition, even after we complete the Business Combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the Business Combination. As a result, in order to protect our directors and officers, Pubco may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for Pubco following the Closing, and could interfere with or frustrate our ability to consummate the Business Combination on terms favorable to the holders of ATII Ordinary Shares.

If, after we distribute the proceeds in the Trust Account to the ATII Public Shareholders, we file a winding-up or bankruptcy petition, or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and we and the ATII Board may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to the ATII Public Shareholders, we file a winding-up or bankruptcy petition, or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by holders of ATII Public Shares could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a bankruptcy or insolvency court could seek to recover all amounts received by the ATII Public Shareholders. In addition, the ATII Board may be viewed as having breached its fiduciary duty to our creditors or having acted in bad faith, thereby exposing it and us to claims of punitive damages, by paying ATII Public Shareholders from the Trust Account prior to addressing the claims of such creditors. We cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the Trust Account to ATII Public Shareholders, we file a winding-up or bankruptcy petition, or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of ATII Public Shareholders and the per ATII Public Share amount that would otherwise be received by ATII Public Shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to ATII Public Shareholders, we file a winding-up or bankruptcy petition, or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of ATII Public Shareholders. To the extent any liquidation claims deplete the Trust Account, the per-ATII Public Share amount that would otherwise be received by ATII Public Shareholders in connection with our liquidation may be reduced.

ATII Public Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their ATII Public Shares.

If we are forced to enter into an insolvent liquidation, any distributions received by ATII Public Shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a bankruptcy or insolvency court could seek to recover all

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amounts received by ATII Public Shareholders. Furthermore, ATII Directors may be viewed as having breached their fiduciary duties to us or our creditors or may have acted in bad faith, and thereby exposing themselves and us to claims, by paying ATII Public Shareholders from the Trust Account prior to addressing the claims of such creditors. We cannot assure you that claims will not be brought against us for these reasons. We, the ATII Directors and officers of ATII who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of approximately $18,293 and to imprisonment for five (5) years in the Cayman Islands pursuant to the Companies Act.

We are currently an “emerging growth company” and a “smaller reporting company” within the meaning of the Securities Act, and to the extent we have taken advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies” under U.S. federal securities laws, this could make Pubco Securities less attractive to investors and may make it more difficult to compare Pubco’s performance with other public companies.

We are currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. A “smaller reporting company” may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. As a result, holders of Pubco Securities may not have access to certain information they may deem important. We cannot predict whether investors will find Pubco Securities less attractive because we will rely on these exemptions. If some investors find Pubco Securities less attractive as a result of our reliance on these exemptions, the trading prices of Pubco Securities may be lower than they otherwise would be, there may be a less active trading market for Pubco Securities and the trading prices of Pubco Securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective by the SEC or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Pubco, as an “emerging growth company,” can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Pubco’s financial statements with another public company, which is neither an “emerging growth company” nor an “emerging growth company” which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Once Pubco loses Pubco’s “emerging growth company” and “smaller reporting company” status, Pubco will no longer be able to take advantage of certain exemptions from reporting, and Pubco will also be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. Pubco will incur additional expenses in connection with such compliance and Pubco’s management will need to devote additional time and effort to implement and comply with such requirements.

Pubco will remain a “smaller reporting company” until the last day of the fiscal year in which (1) the market value of shares of Pubco Common Stock held by non-affiliates exceeds $250 million as of the end of the prior fiscal year’s second fiscal quarter, or (2) Pubco’s annual revenues exceed $100 million during such completed fiscal year and the market value of shares of Pubco Common Stock held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter.

We will remain an “emerging growth company” until the earlier of: (1) the last day of the fiscal year (a) following February 12, 2030, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a “large accelerated filer,” which means the market value of shares of Pubco Common Stock held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period following the Domestication Merger Effective Time.

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We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of ATII Public Shares after December 31, 2022.

The Code imposes a 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations (the “Excise Tax”), subject to certain exceptions. If applicable, the amount of the Excise Tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year.

Because we will be a Delaware corporation as a result of the Domestication Merger, we expect to be a “covered corporation” for purposes of the Excise Tax. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), the Excise Tax may apply to any redemptions of ATII Public Shares, including redemptions in connection with the Business Combination, unless an exemption is available. Generally, issuances of securities in connection with an initial business combination transaction (including any PIPE transaction at the time of an initial business combination), as well as any other issuances of securities not in connection with an initial business combination, would be expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but the number of securities redeemed may exceed the number of securities issued.

Although the final Treasury Regulations clarify certain aspects of the Excise Tax, the interpretation and operation of certain other aspects of the Excise Tax remain unclear. Moreover, because these regulations are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. The application of the Excise Tax to our particular circumstances is complex and may be subject to uncertainty, and there cannot be any assurance that the Excise Tax will not apply to redemptions of our ATII Public Shares in connection with the Business Combination.

ATII may be or may have been a PFIC during the holding period of a U.S. Holder of ATII Ordinary Shares.

A non-U.S. corporation generally will be treated as a PFIC for U.S. federal income tax purposes in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. The determination of whether the ATII will be treated as a PFIC for the taxable year that includes the Business Combination will depend on a number of factors, including the timing of the Business Combination and the amount of cash held by ATII and its subsidiaries at the time of the Business Combination, among others.

If ATII is a PFIC or has been a PFIC during the holding period of a U.S. holder of ATII Ordinary Shares, such U.S. holder of ATII Ordinary Shares may be subject to certain adverse U.S. federal income tax consequences as a result of the Domestication Merger. There is no assurance that ATII is not currently or has not been a PFIC during the holding period of a U.S. holder of ATII Ordinary Shares. If ATII has been a PFIC for any taxable year during the holding period of a U.S. holder of ATII Ordinary Shares (and a U.S. holder of ATII Public Shares has not made certain elections with respect to its ATII Public Shares), such U.S. holder of ATII Ordinary Shares may recognize gain (but not loss if the Domestication Merger qualifies as a “reorganization” within the meaning of Section 368 of the Code) upon the exchange of ATII Public Shares and ATII Public Warrants for Pubco Common Stock or Pubco SPAC Warrants, respectively, pursuant to the Domestication Merger.

Whether ATII is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty.

Nonetheless, based on the current composition of ATII’s income and assets, if the Domestication Merger occurs as contemplated in this proxy statement/prospectus, causing ATII’s current taxable year to end at such time for U.S. federal income tax purposes, ATII believes that it will likely be a PFIC for the current taxable year. However, there can be no assurance that ATII will be a PFIC in the taxable year that includes the Business Combination or any other taxable year. Moreover, the application of the PFIC rules are subject to uncertainty in several respects, and there can be no assurance that the IRS will not take a contrary position or that a court will not sustain such a challenge by the IRS. Please see “Material U.S. Federal Income Tax Considerations — U.S. Holders — Certain U.S. Federal Income Tax Consequences of the Domestication Merger to U.S. Holders of ATII Securities — PFIC Considerations” for a more detailed discussion with respect to ATII’s potential PFIC status and certain tax implications thereof.

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There are risks to holders of ATII Ordinary Shares who are not affiliates of the Sponsor of becoming stockholders of Pubco through the Business Combination rather than acquiring Pubco Securities directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of Pubco Securities in connection therewith, investors will not receive the benefit of an outside independent review of Pubco’s, Forge Nano’s and ATII’s respective finances and operations typically performed in an initial public offering of securities. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for material misstatements or omissions in a registration statement filed with the SEC in connection with the initial public offering. As no such review has been or will be conducted in connection with the Business Combination, holders of ATII Ordinary Shares must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an underwriter in an initial public offering of securities.

In addition, the Insiders have interests in the Business Combination that may be different from, or in addition to, the interests of the holders of ATII Ordinary Shares generally. Such interests may have influenced the ATII Directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See “Risk Factors – Since the Sponsor and ATII’s directors and officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Forge Nano is appropriate as our initial business combination. Such interests include that the Sponsor will lose its entire investment in us if our business combination is not completed.”

The process of taking a company public by means of a business combination with a SPAC is different from taking a company public through an underwritten public offering and may create risks for unaffiliated investors.

An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of the company’s business, financial condition and results of operations. Going public via a business combination with a blank-check company with no current active business (a “SPAC Transaction”) does not involve any underwriters and does not generally necessitate the level of review required to establish a “due diligence” defense as would be customary in an underwritten offering.

In addition, going public via a SPAC Transaction does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of going public via a SPAC Transaction, the value of a target business is established by means of negotiations between the target business, the blank-check company and, in some cases, other investors who agree to purchase shares at the time of the initial business combination. The process of establishing the value of a target business in a SPAC Transaction may be less effective than the book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the execution of the Merger Agreement and the Closing. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with a SPAC Transaction and no underwriters with the responsibility of stabilizing the share price which may result in the share price being harder to sustain after the SPAC Transaction.

If ATII’s due diligence investigation of Forge Nano was inadequate, then holders of shares of Pubco Common Stock following the consummation of the Business Combination could lose some or all of their investment.

Even though ATII and its legal advisors conducted a due diligence investigation of Forge Nano, it cannot be sure that this due diligence uncovered all material issues that may be present in Forge Nano and its business and operations, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Forge Nano and its business and operations and outside of its control will not later arise.

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During the period commencing on the date of execution of the Merger Agreement and ending on the Closing Date, ATII will not be able to enter into certain agreements with third parties because of restrictions in the Merger Agreement. If the Proposed Transaction is not completed during the Completion Window, those restrictions may make it harder for ATII to complete an alternate initial business combination during the Completion Window.

While the Merger Agreement is in effect, neither ATII nor Forge Nano may solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to their respective shareholders than the Proposed Transaction. In addition, if the Business Combination is not completed during the Completion Window, these provisions will make it more difficult for ATII to complete an alternative initial business combination during the Completion Window following the termination of the Merger Agreement due to the passage of time during which these restrictive provisions have remained in effect.

There is no guarantee that an ATII Public Shareholder’s decision to redeem its ATII Public Shares will put such ATII Public Shareholder in a better future economic position.

ATII can give no assurance as to the price at which any ATII Public Shareholder may be able to sell its ATII Public Shares in the future following the completion of the Business Combination or any alternative initial business combination during the Completion Window. Certain events following the consummation of any initial business combination during the Completion Window, including the Business Combination, may cause an increase in the market price per share of Pubco Common Stock and may result in a lower value realized now than any ATII Public Shareholder might realize in the future had such ATII Public Shareholder not redeemed its ATII Public Shares in connection with the Business Combination. Similarly, if any ATII Public Shareholder does not redeem its ATII Public Shares in connection with the Business Combination, such ATII Public Shareholder will bear the risk of ownership of the shares of Pubco Common Stock after the consummation of the Business Combination and there can be no assurance that a holder of shares of Pubco Common Stock can sell its shares of Pubco Common Stock in the future for a greater amount than the redemption price for ATII Public Shares in connection with the Business Combination set forth in this proxy statement/prospectus. ATII Public Shareholders should consult their own tax and/or financial advisor for assistance on how this may affect their respective individual situation.

If ATII Public Shareholders fail to properly demand redemption in connection with the Business Combination, they will not be entitled to have their ATII Public Shares redeemed for a pro rata portion of the Trust Account in connection with the Business Combination.

ATII Public Shareholders may demand that ATII redeem their ATII Public Shares in connection with the Business Combination for their respective pro rata portion of the Trust Account, calculated as of two (2) business days prior to the scheduled vote on the Business Combination Proposal at the extraordinary general meeting, including interest earned on the funds held in the Trust Account, net of taxes payable (if any) and up to $100,000 of interest to pay winding up and dissolution expenses of ATII. ATII Public Shareholders who seek to exercise this Redemption Right in connection with the Business Combination must (a) submit a written request including the legal name, phone number and address of the beneficial owner of the ATII Public Shares for which redemption is requested and (b) deliver their ATII Public Shares (either physically or electronically through DTC) to the Transfer Agent two (2) business days prior to the scheduled vote on the Business Combination Proposal at the extraordinary general meeting. Any ATII Public Shareholder who fails to properly deliver its ATII Public Shares to the Transfer Agent will not be entitled to have its ATII Public Shares redeemed in connection with the Business Combination. See the section of this proxy statement/prospectus entitled “The Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to have your ATII Public Shares redeemed in exchange for cash in connection with the Business Combination.

If you or a “group” of ATII Public Shareholders of which you are a part are deemed to hold 15% or more of the ATII Public Shares then issued and outstanding, you will lose the ability to redeem your ATII Public Shares.

Any ATII Public Shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate its ATII Public Shares or, if part of such a group, the group’s ATII Public Shares, of 15% or more of the ATII Public Shares then issued and outstanding, which we refer to as “Excess ATII Public Shares.” In order to determine whether any ATII Public Shareholder is acting in concert or as a “group” with another ATII Public Shareholder, ATII will require each ATII Public Shareholder seeking to exercise Redemption Rights to certify to ATII whether such ATII Public Shareholder is acting in concert or as a “group” with any other ATII Public Shareholder. Such certifications, together with other public information relating to stock ownership available to ATII at that time, such

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as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which ATII makes the above-referenced determination. Your inability to redeem any Excess ATII Public Shares will reduce your influence over ATII’s ability to consummate the Business Combination and you could suffer a material loss on your investment in ATII if you sell Excess ATII Public Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess ATII Public Shares in the event ATII consummates the Business Combination during the Completion Window. As a result, in order to dispose of such Excess ATII Public Shares, you would be required to sell your Excess ATII Public Shares in open market transactions, potentially at a loss. Notwithstanding the foregoing, any ATII Public Shareholder may challenge ATII’s determination as to whether such ATII Public Shareholder is acting in concert or as a “group” with another ATII Public Shareholder in a court of competent jurisdiction.

ATII may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are generally often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed during the Completion Window, which may adversely affect ATII’s and Forge Nano’s respective businesses, financial condition and results of operation.

We may pursue acquisitions, including the acquisition of HzO, which could divert management’s attention, cause us to incur unanticipated costs and liabilities, and fail to achieve the benefits anticipated by Forge Nano, any of which could adversely affect our business, financial condition and results of operations.

As part of our growth strategy, we may from time to time acquire or invest in other businesses, products or technologies, including HzO. The success of this strategy depends, in part, on selecting strategic acquisition candidates at attractive prices and effectively integrating their businesses into our own, including with respect to financial reporting and regulatory matters. Forge Nano cannot assure you that it will be able to identify attractive acquisition candidates or complete the acquisition of any identified candidates at favorable prices and upon advantageous terms and conditions, including financing alternatives.

Forge Nano may not have sufficient management, financial and other resources to integrate and consolidate any future acquisition targets, including HzO. Any significant diversion of management’s attention or any major difficulties encountered in the integration of the businesses Forge Nano may acquire, including HzO, could have a material adverse effect on the acquired company’s business, financial condition or results of operations, which could decrease its profitability and make it more difficult for Forge Nano to grow its business. Among other things, these integration risks could include:

● the loss of key employees;

● the disruption of operations and business;

● the retention or transition of customers and vendors;

● the integration of corporate cultures and maintenance of employee morale;

● inability to maintain and increase competitive presence;

● customer loss and revenue loss;

● possible inconsistencies in standards, control procedures and policies;

● problems with the assimilation of new operations, sites or personnel, which could divert resources from Forge Nano’s regular operations;

● integration of financial reporting and regulatory reporting functions; and/or

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● other potential unknown liabilities.

In addition, general economic conditions or unfavorable capital and credit markets could affect the timing and extent to which we can successfully acquire or integrate new businesses, which could limit our revenues and profitability.

Risks Related to the Consummation of the Domestication Merger

The Domestication Merger may result in adverse tax consequences for holders of ATII Ordinary Shares or ATII Warrants, including the ATII Public Shareholders.

Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Considerations,” including the application of the PFIC rules and Section 367(b) of the Code, the Domestication is intended to qualify as a “reorganization” within the meaning of Section 368 of the Code and, if so treated, a U.S. holder (as defined below) would not recognize gain or loss on the exchange of ATII Ordinary Shares or ATII Warrants for Pubco Common Stock or Pubco SPAC Warrants, as applicable, pursuant to the Domestication. If the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code, a U.S. holder of ATII securities may still recognize gain (but not loss) or be required to include the “all earnings and profits amount” upon the exchange of its ATII Ordinary Shares or ATII Warrants for Pubco Securities pursuant to the Domestication under Section 367(b) of the Code.

Alternatively, if the Domestication does not qualify as a “reorganization” within the meaning of Section 368 of the Code, then a U.S. holder that exchanges its ATII Ordinary Shares and ATII Warrants for the consideration pursuant to the Domestication generally will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the Pubco Common Stock and Pubco SPAC Warrants received and (ii) the U.S. holder’s adjusted tax basis in the ATII Ordinary Shares and ATII Warrants exchanged therefor, as applicable.

Additionally, the Domestication Merger may cause non-U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations”) of ATII Ordinary Shares to become subject to U.S. federal withholding taxes on any dividends paid in respect of such non-U.S. holder’s shares of Pubco Common Stock after the Domestication Merger.

Furthermore, because the Domestication Merger will occur immediately prior to any redemption of ATII Public Shares by U.S. holders of ATII Public Shares, U.S. holders of ATII Public Shares exercising their redemption rights will be subject to the potential tax consequences of the Domestication Merger.

The tax consequences of the Domestication Merger are complex and will depend on the particular circumstances of a holder of ATII Ordinary Shares or ATII Warrants. All holders of ATII Ordinary Shares and ATII Warrants are strongly urged to consult their tax advisors for a full description and understanding of the tax consequences of the Domestication Merger, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For additional information, see “Material U.S. Federal Income Tax Considerations.”

Upon consummation of the Business Combination, the rights of holders of shares of Pubco Common Stock arising under the DGCL as well as the Proposed Organizational Documents will differ from and may be less favorable to the rights of holders of ATII Ordinary Shares arising under the Companies Act as well as our Current Charter.

Upon consummation of the Business Combination, the rights of holders of shares of Pubco Common Stock will arise under the Proposed Organizational Documents as well as the DGCL. The Proposed Organizational Documents and the DGCL contain provisions that differ in some respects from those in our Current Charter and the Companies Act and, therefore, some rights of holders of shares of Pubco Common Stock could differ from the rights that holders of ATII Ordinary Shares currently possess. For instance, while class actions are generally not available to shareholders under the Companies Act, such actions are generally available to shareholders under the DGCL. This change could increase the likelihood that Pubco becomes involved in costly litigation, which could have a material adverse effect on Pubco.

In addition, there are differences between the rights of holders of shares of Pubco Common Stock under the Proposed Organizational Documents and how they may differ from the rights of holders of ATII Ordinary Shares under the Current Charter. For a more detailed description of the rights of holders of shares of Pubco Common Stock under the Proposed Organizational Documents and how they may differ from the rights of holders of ATII Ordinary Shares under the Current Charter, please see “Comparison of

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Corporate Governance and Shareholder Rights.” Copies of the Proposed Charter and Proposed Bylaws are attached as Annex B-1 and Annex B-2, respectively, to this proxy statement/prospectus and we urge you to read them.

Delaware law and the Proposed Organizational Documents contain certain provisions, including anti-takeover provisions that limit the ability of holders of shares of Pubco Common Stock to take certain actions and could delay or discourage takeover attempts that holders of shares of Pubco Common Stock may consider favorable.

The Proposed Organizational Documents, assuming they are in effect upon consummation of the Business Combination, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that holders of shares of Pubco Common Stock may consider favorable, including transactions in which holders of shares of Pubco Common Stock might otherwise receive a premium for such shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of Pubco Common Stock, and therefore depress the trading price of shares of Pubco Common Stock following the Closing. These provisions could also make it difficult for holders of shares of Pubco Common Stock to take certain actions after the Business Combination is consummated, including electing directors to the Pubco Board following the Closing who are not initially nominated in this proxy statement/prospectus or taking other corporate actions, including effecting changes in our management. Among other things, the Proposed Organizational Documents include provisions regarding:

● the ability of the Pubco Board to issue shares of preferred stock of Pubco, including “blank-check” preferred stock, and to determine the price and other terms of those preferred shares, including with respect to preferences and voting rights, without approval of the holders of shares of Pubco Common Stock, which could be used to significantly dilute the ownership of a hostile acquirer;

● the Proposed Organizational Documents will prohibit cumulative voting in the election of directors to the Pubco Board following Closing, which limits the ability of minority stockholders to elect director candidates to the Pubco Board;

● the limitation of the liability of, and the indemnification of, Pubco’s directors and officers;

● the ability of the Pubco Board to unilaterally amend the Proposed Bylaws following the Closing, which may allow the Pubco Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Proposed Bylaws to facilitate an unsolicited takeover attempt; and

● advance notice procedures with which holders of shares of Pubco Common Stock must comply to nominate director candidates for the Pubco Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Pubco Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Pubco.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Pubco Board or management.

The provisions of the Proposed Charter requiring exclusive forum in the Court of Chancery of the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against Pubco’s directors and officers following the Closing.

The Proposed Charter provides that, to the fullest extent permitted by law, and unless Pubco consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on Pubco’s behalf, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of Pubco to Pubco or holders of shares of Pubco Common Stock, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the Proposed Organizational Documents (as each may be amended from time to time), or (iv) any action, suit or proceeding asserting a claim against Pubco governed by the internal affairs doctrine.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such Securities Act claims. To prevent having to litigate claims in multiple jurisdictions and the threat of

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inconsistent or contrary rulings by different courts, among other considerations, the Proposed Charter will also provide that, unless Pubco consents in writing to the selection of an alternative forum, to the fullest extent permitted by applicable law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; provided, however, that there is uncertainty as to whether a court would enforce such provision, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder. Notwithstanding the foregoing, the Proposed Charter will provide that the federal forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

These provisions may have the effect of discouraging lawsuits against Pubco’s directors and officers following the Closing. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against Pubco, a court could find the choice of forum provisions contained in the Proposed Charter to be inapplicable or unenforceable in such action.

Risks if the Business Combination is not Consummated during the Completion Window

If we are not able to complete the Business Combination with Forge Nano during the Completion Window, nor able to complete another initial business combination during the Completion Window, in each case, we would cease all operations except for the purpose of winding up and we would redeem all of our ATII Public Shares and liquidate the Trust Account, in which case our ATII Public Shareholders may only receive approximately $10.05 per ATII Public Share and the ATII Warrants will expire and be worthless.

Our ability to complete our initial business combination during the Completion Window may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If ATII is not able to complete the Business Combination with Forge Nano (or any other initial business combination) during the Completion Window, ATII will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the ATII Public Shares, at a per-ATII Public Share price, payable in cash, equal to the quotient obtained by dividing (x) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account, net of taxes payable (if any) and up to $100,000 of interest to pay winding up and dissolution expenses of ATII, by (y) the number of then outstanding ATII Public Shares, which redemption will completely extinguish ATII Public Shareholders’ rights as holders of ATII Ordinary Shares (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ATII Ordinary Shares and the ATII Board, liquidate and dissolve, subject, in each case, to our obligations under the Companies Act to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In such cases, ATII Public Shareholders may only receive approximately $10.05 per ATII Public Share and our ATII Warrants will expire and be worthless.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your ATII Public Shares and/or ATII Public Warrants, potentially at a loss.

ATII Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of (1) our completion of an initial business combination (including the Business Combination) during the Completion Window, and then only with respect to those ATII Public Shares that such ATII Public Shareholder properly elected to redeem in connection with the initial business combination, subject to certain limitations; (2) at least one day after the Domestication Merger Effective Time, the redemption of any ATII Public Shares properly submitted in connection with a vote of the holders of ATII Ordinary Shares to amend the Current Charter to (A) modify the substance and timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of the ATII Public Shares if we do not complete an initial business combination during the Completion Window or (B) with respect to any other material provision relating to the rights of holders of ATII Ordinary Shares or pre-initial business combination activity; and (3) the redemption of the ATII Public Shares if we have not completed an initial business combination during the Completion Window, subject to applicable law. In no other circumstances will ATII Public Shareholders have any right or interest of any kind to or in the Trust Account. Holders of ATII Warrants will not have any right to the proceeds held in the Trust Account with respect to the ATII Warrants. Accordingly, to liquidate your investment, you may be forced to sell your ATII Public Shares and/or ATII Warrants, potentially at a loss.

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If we have not completed our initial business combination during the Completion Window, our ATII Public Shareholders may be forced to wait until after the expiration of the Completion Window before redemption from the Trust Account.

If we have not completed our initial business combination during the Completion Window, we will distribute the aggregate amount then on deposit in the Trust Account, net of taxes payable (if any) and up to $100,000 of interest to pay winding up and dissolution expenses of ATII, on a pro rata basis, to any ATII Public Shareholder by way of redemption of its ATII Public Shares and cease all operations except for the purposes of winding up of our affairs, as further described in this proxy statement/prospectus. Any redemption of ATII Public Shareholders from the Trust Account will be automatically effected by function of the Current Charter prior to any voluntary winding up. If, prior to completion of our initial business combination, we are required to wind-up, liquidate the Trust Account and distribute such amount therein, on a pro rata basis, to ATII Public Shareholders as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. Accordingly, ATII Public Shareholders may be forced to wait beyond the expiration of the Completion Window before the funds in the Trust Account that remain following any redemptions by ATII Public Shareholders become available to the ATII Public Shareholders and the ATII Public Shareholders receive the return of their pro rata portion of the funds from the Trust Account. We have no obligation to return funds from the Trust Account to ATII Public Shareholders prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination during the Completion Window or amend certain provisions of our Current Charter, and only then in cases where ATII Public Shareholders have properly sought to redeem their ATII Public Shares in accordance with our Current Charter. Only upon our redemption or any liquidation will ATII Public Shareholders be entitled to distributions from the Trust Account if we have not completed our initial business combination during the Completion Window and do not amend certain provisions of our Current Charter prior thereto.

If the net proceeds of the IPO not being held in the Trust Account are insufficient to allow us to operate through the expiration of the Completion Window, and we are unable to obtain additional capital, we may be unable to complete our initial business combination during the Completion Window, in which case ATII Public Shareholders may only receive $10.05 per ATII Public Share, and the ATII Warrants will expire and be worthless.

As of March 31, 2026, ATII had cash of $1,077,839, consisting of proceeds of the IPO held outside of the Trust Account which are available for use by us to cover the costs associated with identifying a target business for an initial business combination during the Completion Window and negotiating an initial business combination and other general corporate uses. In addition, as of March 31, 2026, ATII had total current liabilities of $309,370.

The funds available to us outside of the Trust Account may not be sufficient to allow us to operate until the expiration of the Completion Window, assuming that our initial business combination is not completed during the Completion Window. Of the funds available to us outside of the Trust Account, we could use a portion to consummate the Business Combination with Forge Nano, or, if the Merger Agreement is terminated, to pay fees to consultants to assist us with our search for another target business for an initial business combination prior to expiration of the Completion Window. In such event, we could also use a portion of the funds available to us outside the Trust Account as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed initial business combination prior to expiration of the Completion Window, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business to engage in negotiations for an initial business combination during the Completion Window and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds available to us from outside of the Trust Account to continue searching for, or conducting due diligence with respect to, a target business for an initial business combination prior to expiration of the Completion Window.

If we are required to seek additional capital prior to completion of an initial business combination, we would need to borrow funds from our Sponsor, members of our management team or other third parties to operate during the Completion Window or may be forced to liquidate. Neither the members of our management team nor any of their affiliates is under any further obligation to advance funds to ATII in such circumstances during the Completion Window. Any such advances would be repaid only from funds available to us held outside of the Trust Account or from funds released to us from the Trust Account upon completion of our initial business combination prior to expiration of the Completion Window pursuant to our Current Charter. If we are unable to obtain additional financing, we may be unable to complete an initial business combination during the Completion Window. If we are unable to complete an initial business combination during the Completion Window because we do not have sufficient funds available to us outside of the Trust Account, we will be forced to cease operations and liquidate the Trust Account. Consequently, in such an event, ATII Public Shareholders may only receive approximately $10.05 per ATII Public Share on our redemption of the ATII Public Shares and the ATII Warrants will expire and be worthless.

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ATII’s independent registered public accounting firm’s report for each of the year ended December 31, 2025 and period ended December 31, 2024 contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”

ATII may not have sufficient liquidity to fund its working capital needs prior to consummating an initial business combination during the Completion Window. Further, ATII has incurred, and expects to continue to incur, significant costs in pursuit of its financing and acquisition plans in connection with an initial business combination, including the Business Combination. ATII cannot assure you that its plans to raise capital or to consummate an initial business combination, including the Business Combination, will be successful during the Completion Window. These factors, among others, raise substantial doubt about ATII’s ability to continue as a “going concern.” The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from its inability to consummate an initial business combination during the Completion Window, including the Business Combination, or our inability to continue as a “going concern.”

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EXTRAORDINARY GENERAL MEETING OF ATII

General

ATII is furnishing this proxy statement/prospectus to the holders of ATII Ordinary Shares as part of the solicitation of proxies by the ATII Board for use at the extraordinary general meeting.

Date, Time and Place of the Extraordinary General Meeting

The extraordinary general meeting will be held virtually via webcast on           , 2026, beginning at           Eastern Time (unless the extraordinary general meeting is adjourned or postponed). Holders of ATII Ordinary Shares will be able to virtually attend and vote at the extraordinary general meeting by visiting           . To attend the extraordinary general meeting, you must pre-register at by Eastern Time on           , 2026.

For the purposes of the Companies Act and the Current Charter, the physical location of the extraordinary general meeting will be at the offices of ATII at            .

Purpose of the Extraordinary General Meeting

At the extraordinary general meeting, we will ask holders of ATII Ordinary Shares to consider and vote on:

● the Business Combination Proposal (a copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A);

● the Domestication Merger Proposal (a copy of the Plan of Merger is attached to this proxy statement/prospectus as Exhibit 3.4);

● the Director Election Proposal;

● the Stock Issuance Proposal;

● the Organizational Documents Proposal (copies of the Proposed Charter and the Proposed Bylaws are attached to this proxy statement/prospectus as Annex B-1 and Annex B-2, respectively);

● the Advisory Organizational Documents Proposals;

● the Equity Incentive Plan Proposal and adopt the 2026 Equity Plan (a copy of the 2026 Equity Plan is attached to this proxy statement/prospectus as Annex G); and

● if presented, the Adjournment Proposal.

Each of the Condition Precedent Proposals are cross-conditioned on the approval of each other. The Advisory Organizational Documents Proposal 6A-F and the Adjournment Proposal are not cross-conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. Notwithstanding the order of the resolutions on the notice to the extraordinary general meeting, the Adjournment Proposal may be presented first to the holders of ATII Ordinary Shares if, based on the tabulated vote collected at the time of the extraordinary general meeting, there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals. The transactions contemplated by the Merger Agreement, including the Business Combination, will be consummated only if the Condition Precedent Proposals are approved by the holders of ATII Ordinary Shares at the extraordinary general meeting.

Pre-Registering for the Extraordinary General Meeting

In order to attend the extraordinary general meeting, you must pre-register at           by           Eastern Time on           , 2026. For purposes of attendance at the extraordinary general meeting, all references in this proxy statement to “present” shall mean virtually

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present at the extraordinary general meeting. To pre-register for the extraordinary general meeting, please follow the instructions as applicable to your ownership of ATII Ordinary Shares below:

Holders of Record of ATII Ordinary Shares

If your ATII Ordinary Shares as of the Record Date are registered in your name with the Transfer Agent and you wish to attend the virtual meeting, you may pre-register to participate in the extraordinary general meeting remotely by visiting           . Please have your proxy card, or notice, containing your control number available and follow the instructions for accessing the extraordinary general meeting. Requests to register to participate in the extraordinary general meeting remotely must be received no later than           Eastern Time on           , 2026.

Questions on How to Pre-Register

If you have any questions or require any assistance in pre-registering, please contact           , ATII’s proxy solicitor for the extraordinary general meeting, by email at           . Individuals may also call           toll free at           ; banks and brokers can call           .

Beneficial (Street Name) Holders of ATII Ordinary Shares

If your ATII Ordinary Shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the ATII Ordinary Shares held for you in what is known as “street name.” Beneficial holders of ATII Ordinary Shares as of the Record Date and who wish to attend the virtual meeting may pre-register to participate in the extraordinary general meeting remotely by visiting           . Please have your proxy card, or notice, containing your control number available and follow the instructions to complete your registration request. After registering, beneficial (“street name”) holders of ATII Ordinary Shares will receive a confirmation email with a link and instructions for accessing the extraordinary general meeting. Requests to register to participate in the extraordinary general meeting remotely must be received no later than           Eastern Time on           , 2026.

Record Date; ATII Ordinary Shares Entitled to Vote; Quorum

Only holders of ATII Ordinary Shares as of the Record Date are entitled to notice of the extraordinary general meeting and to vote at the extraordinary general meeting. A list of holders of ATII Ordinary Shares entitled to vote at the extraordinary general meeting will be available at our principal executive offices located at 2093 Philadelphia Pike #1968, Claymont, DE 19703, during regular business hours for a period of no less than ten days prior to the extraordinary general meeting, as well as electronically on the extraordinary general meeting website. As of           , 2026, which is the Record Date for the extraordinary general meeting, there were 29,590,000 ATII Ordinary Shares outstanding and entitled to vote at the extraordinary general meeting, of which an aggregate of 23,000,000 were ATII Public Shares held by persons other than the Insiders. Holders of ATII Ordinary Shares will be entitled to one vote at the extraordinary general meeting for each ATII Ordinary Share owned at the close of business on the Record Date.

A quorum of holders of ATII Ordinary Shares is necessary to hold a valid extraordinary general meeting. The presence, in person or represented by proxy, of the holders of 14,795,001 ATII Ordinary Shares, or a majority of the 29,590,000 ATII Ordinary Shares entitled to vote on the Record Date, will constitute quorum at the extraordinary general meeting pursuant to the Companies Act and the Current Charter. Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 of the 29,590,000 ATII Ordinary Shares issued and outstanding as of the Record Date and will attend the extraordinary general meeting, the presence at the extraordinary general meeting of holders of an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, would be required to achieve a quorum at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for purposes of establishing a quorum at the extraordinary general meeting, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal included in this proxy statement/prospectus under the Companies Act and the Current Charter.

In the event that quorum is not present at the extraordinary general meeting, it is expected that the extraordinary general meeting will be adjourned to solicit additional proxies.

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Abstentions and Broker Non-Votes

If your ATII Ordinary Shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the ATII Ordinary Shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your ATII Ordinary Shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your ATII Ordinary Shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your ATII Ordinary Shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the holders of ATII Ordinary Shares will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your ATII Ordinary Shares without your instruction. Your bank, broker, or other nominee can vote your ATII Ordinary Shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your ATII Ordinary Shares and you should instruct your broker to vote your ATII Ordinary Shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your ATII Ordinary Shares will not be voted on that proposal. This is called a “broker non-vote.”

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter.

Vote Required for Approval

The approval and adoption of the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposal and the Equity Incentive Plan Proposal requires an Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming presence of quorum).

The approval and adoption of the Domestication Merger Proposal and the Organizational Documents Proposal requires a Special Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of at least two-thirds of the ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at the extraordinary general meeting (assuming presence of quorum).

Each Condition Precedent Proposal is conditioned upon the approval of the other Condition Precedent Proposals. Therefore, if all Condition Precedent Proposals are not approved, none of the Condition Precedent Proposals will have any effect, even if certain Condition Precedent Proposals are approved by holders of ATII Ordinary Shares. The Advisory Organizational Documents Proposals are not conditioned upon any other proposal.

The approval of the Adjournment Proposal requires an Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and Current Charter, being a resolution passed by the affirmative vote of a simple majority of the ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming presence of quorum). The Adjournment Proposal is not conditioned upon any other proposal.

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 of the 29,590,000 issued and outstanding ATII Ordinary Shares as if the Record Date. As a result, 8,205,001 additional votes of holders of ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Business Combination Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal and, if presented, the Adjournment Proposal, while 13,136,667 additional votes of holders of ATII Public Shares, or approximately 57.12% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Special Resolution of the holders of ATII Ordinary Shares, the Domestication Merger Proposal and the Organizational Documents Proposal.

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Voting Your ATII Ordinary Shares at the Extraordinary General Meeting

Each ATII Ordinary Share that you own in your name as of the Record Date entitles you to one vote at the extraordinary general meeting. Your proxy card shows the number of ATII Ordinary Shares that you own as of the Record Date.

If you are a record owner of your ATII Ordinary Shares as of the Record Date, there are two ways to vote your ATII Ordinary Shares at the extraordinary general meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card.

All ATII Ordinary Shares represented by properly signed and dated proxies received by the deadline indicated above will be voted at the extraordinary general meeting in accordance with the instructions of the holder of such ATII Ordinary Shares. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” the Business Combination Proposal, (2) “FOR” the Domestication Merger Proposal, (3) “FOR” the Director Election Proposal, (4) “FOR” the Stock Issuance Proposal, (5) “FOR” the Organizational Document Proposal, (6) “FOR” the Advisory Organizational Documents Proposal, (7) “FOR” the Equity Incentive Plan Proposal and (8) “FOR” the approval of the Adjournment Proposal, if presented. Proxy cards that are returned without a signature will not be counted as present at the extraordinary general meeting and cannot be voted under the Companies Act and the Current Charter.

You Can Attend the Extraordinary General Meeting and Vote in Person.

● If your ATII Ordinary Shares are registered in your name with the Transfer Agent and you wish to attend the extraordinary general meeting, go to           , enter the 12-digit control number included on your proxy card or notice of the extraordinary general meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the extraordinary general meeting you will need to log back into the extraordinary general meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

● If your ATII Ordinary Shares are held in a stock brokerage account or by a bank or other nominee, you are considered a “beneficial holder” of ATII Ordinary Shares held for you in what is known as “street name.” Beneficial holders of ATII Ordinary Shares who wish to attend the extraordinary general meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their ATII Ordinary Shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to           . Beneficial holders of ATII Ordinary Shares who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. After contacting the Transfer Agent, a beneficial holder of ATII Ordinary Shares will receive an e-mail prior to the extraordinary general meeting with a link and instructions for entering the extraordinary general meeting. Beneficial holders of ATII Ordinary Shares should contact the Transfer Agent at least five business days prior to the extraordinary general meeting date in order to ensure access.

Revocability of Proxies

Any proxy given by a holder of ATII Ordinary Shares may be revoked at any time prior to the extraordinary general meeting by doing any of the following:

● if a proxy was submitted by telephone or over the Internet, by submitting another proxy by telephone or over the Internet, in accordance with the instructions detailed above, at any time before the closing of the voting facilities by 11:59 p.m. Eastern Time on           , 2026;

● by submitting a properly signed and dated proxy card with a date later than the date of the previously submitted proxy relating to the same ATII Ordinary Shares, provided such proxy card is received no later than the close of business on           , 2026;

● by delivering a signed written notice of revocation bearing a date later than the date of the proxy to the offices of ATII at 2093 Philadelphia Pike #1968, Claymont, DE 19703, stating that the proxy is revoked, provided such written notice is received no later than the close of business on           , 2026; or

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● by attending the extraordinary general meeting and voting thereat (your attendance at the extraordinary general meeting will not, by itself, revoke your proxy).

If you hold your ATII Ordinary Shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote.

Any adjournment, postponement or other delay of the extraordinary general meeting, including pursuant to the Adjournment Proposal for purposes of soliciting additional proxies, will allow holders of ATII Ordinary Shares who have already sent in their proxies for the extraordinary general meeting to revoke them at any time prior to their use at the adjourned, postponed or delayed extraordinary general meeting.

Who Can Answer Your Questions About Voting Your ATII Ordinary Shares

If you are a holder of ATII Ordinary Shares and have any questions about how to vote or direct a vote in respect of your ATII Ordinary Shares, you may call           , our proxy solicitor, by email at           . Holders of ATII Ordinary Shares may also call           toll free at           ; banks and brokers can call           .

ATII Board’s Recommendation

The ATII Board has unanimously: (i) determined that the Merger Agreement and the transactions contemplated therein, including the Business Combination, are fair to and in the best interests of ATII and the holders of ATII Ordinary Shares, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated therein, including the Business Combination, (iii) directed that the adoption of the Merger Agreement be submitted to a vote of the holders of ATII Ordinary Shares at the extraordinary general meeting and (iv) resolved to recommend the adoption of the Merger Agreement and the approval of the Business Combination by holders of ATII Ordinary Shares at the extraordinary general meeting. The ATII Board unanimously recommends that you vote: (1) “FOR” the Business Combination Proposal; (2) “FOR” the Domestication Merger Proposal; (3) “FOR” the Director Election Proposal; (4) “FOR” the Stock Issuance Proposal; (5) “FOR” the Organizational Documents Proposal; (6) “FOR” the Advisory Organizational Documents Proposal; (7) “FOR” the Equity Incentive Plan Proposal; and (8) “FOR” the Adjournment Proposal.

For a more complete description of the ATII Board’s reasons for the approval of the Business Combination and the recommendation of the ATII Board, see section titled “Proposal No. 1 – The Business Combination Proposal – the ATII Board Reasons for the Approval of the Business Combination.”

When you consider the recommendation of the ATII Board to vote in favor of the approval and adoption of the proposals included in this proxy statement/prospectus, you should keep in mind that the Sponsor, the ATII Directors and the officers of ATII have interests in an initial business combination, including the Business Combination, that are different from or in addition to (and which may conflict with) interests of holders of ATII Ordinary Shares generally.

The existence of financial and personal interests of one or more ATII Directors may result in a conflict of interest on the part of such ATII Director(s) between what he, she or they may believe is in the best interests of ATII and the holders of ATII Ordinary Shares and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that the holders of ATII Ordinary Shares vote to approve and adopt the proposals. In addition, ATII’s officers have interests in the Business Combination that may conflict with your interests as a holder of ATII Ordinary Shares. See “Proposal No. 1 — The Business Combination Proposal — Certain Interests of ATII’s Directors and Officers and Others in the Business Combination.”

Redemption Rights

If you are an ATII Public Shareholder and wish to exercise your Redemption Right to redeem your ATII Public Shares, you must:

(a) (i) hold ATII Public Shares or (ii) hold ATII Public Shares through ATII Public Units and elect to separate your ATII Public Units into the underlying ATII Ordinary Shares and ATII Warrants prior to exercising your Redemption Rights with respect to the ATII Public Shares;

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(b) submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the ATII Public Shares for which redemption is requested, and whether such request is for ATII to redeem all or a portion of your ATII Public Shares in exchange for cash; and

(c) tender or deliver your ATII Public Share certificates (if any) along with the redemption forms to the Transfer Agent, physically or electronically through DTC.

ATII Public Shareholders must complete the procedures for electing to redeem their ATII Public Shares in the manner described above prior to           Eastern Time on           , 2026 (up to two (2) business days prior to the initially scheduled extraordinary general meeting to vote on the Business Combination Proposal) (the “Redemption Deadline”) in order for their ATII Public Shares to be redeemed in connection with the Business Combination. Accordingly, you have until the Redemption Deadline to tender your ATII Public Shares if you wish to exercise your Redemption Rights. Given the relatively short period in which to exercise Redemption Rights, it is advisable for you to use electronic delivery of your ATII Public Shares.

Holders of ATII Public Units must elect to separate ATII Public Units held by them into the underlying ATII Public Shares and ATII Warrants prior to exercising their Redemption Rights with respect to the ATII Public Shares. ATII Public Shareholders may elect to redeem ATII Public Shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold ATII Public Shares on the Record Date. If the Proposed Transaction (or any other initial business combination) is not consummated during the Completion Window, the ATII Public Shares will be returned to the respective holder, broker or bank.

If you exercise your Redemption Rights in connection with the Proposed Transaction, your ATII Public Shares will be redeemed for a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $242.0 million, for $10.52 per share, as of March 31, 2026). Such amount, including interest earned on the funds held in the Trust Account for and not previously released to ATII to pay taxes, if any, will be paid promptly upon consummation of the Business Combination during the Completion Window. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of the ATII Public Shareholders exercising Redemption Rights, regardless of whether such holders vote for or against the Business Combination Proposal. The per-ATII Public Share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal described in this proxy statement/prospectus other than the Business Combination Proposal will have no impact on the amount you will receive if you exercise your Redemption Rights.

Any request for Redemption, once made by an ATII Public Shareholder, may be withdrawn by such ATII Public Shareholder at any time up to the Redemption Deadline. If such ATII Public Shareholder tenders or delivers its ATII Public Share certificates (if any) along with the Redemption forms and subsequently decides prior to the applicable date not to exercise its Redemption Rights, such ATII Public Shareholder may request that the Transfer Agent return the ATII Public Share certificates (physically or electronically). Any ATII Public Shareholder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent, prior to the Redemption Deadline. No request for Redemption will be honored unless any ATII Public Shareholder’s certificates for its respective ATII Public Shares (if any) along with the Redemption forms have been tendered or delivered (either physically or electronically) to the Transfer Agent prior to the Redemption Deadline.

If any ATII Public Shareholder properly makes a request for Redemption and the certificates for ATII Public Shares (if any) along with the Redemption forms are tendered or delivered to the Transfer Agent prior to the Redemption Deadline, then, if the Proposed Transaction is consummated during the Completion Window, ATII will redeem such ATII Public Shareholder’s ATII Public Shares for a pro rata portion of funds then on deposit in the Trust Account. If such ATII Public Shareholder exercises its Redemption Rights, then it will be exchanging its ATII Public Shares for cash.

If the Proposed Transaction (or any other initial business combination) is not consummated during the Completion Window, the ATII Public Shares will be returned to the respective holder, broker or bank.

If you are an ATII Public Shareholder and you exercise your Redemption Rights, such exercise will not result in the loss of any ATII Warrants that you may hold, the treatment of which is described elsewhere in this proxy statement/prospectus.

If any ATII Public Shareholder holds its ATII Public Shares in “street name,” such ATII Public Shareholder will have to coordinate with its broker to have your shares certificated or tendered or delivered electronically. ATII Public Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed in connection with the Business Combination. There is a nominal cost associated with this tendering process and the act of certificating the ATII Public Shares or tendering or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. In the event the Business

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Combination is not consummated, this may result in an additional cost to holders of ATII Public Shares for the return of their ATII Public Shares.

Any ATII Public Shareholder may withdraw a request for Redemption until the Redemption Deadline and, following the Redemption Deadline, with ATII’s consent, up and until the Closing. Furthermore, if an ATII Public Shareholder tenders or delivers its ATII Public Share certificates (if any) along with the Redemption forms in connection with an election of its Redemption and subsequently decides prior to the applicable deadline not to elect to exercise such Redemption Rights, such ATII Public Shareholder may simply request that ATII permit the withdrawal of the Redemption request and instruct the Transfer Agent to return the ATII Public Share certificate (physically or electronically) to such ATII Public Shareholder. The ATII Public Shareholder can make such request by contacting the Transfer Agent at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for Redemption will be honored unless the ATII Public Shares held by the ATII Public Shareholder have been tendered or delivered (either physically or electronically) to the Transfer Agent prior to the Redemption Deadline.

Notwithstanding the foregoing, any ATII Public Shareholder, together with any affiliate of such ATII Public Shareholder or any other Person with whom such ATII Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its ATII Public Shares with respect to more than an aggregate of 15% of the ATII Public Shares then issued and outstanding without ATII’s prior consent. Accordingly, if any ATII Public Shareholder, alone or acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), seeks to redeem more than 15% of the ATII Public Shares then issued and outstanding, then any such ATII Public Shares in excess of such 15% limit would not be redeemed in exchange for cash without ATII’s prior consent.

The closing price of ATII Public Shares on           , 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, was $           . As of the Record Date, funds in the Trust Account totaled $           and were held in an interest-bearing Trust Account pursuant to the Current Charter.

Prior to exercising their Redemption Rights, ATII Public Shareholders should verify the market price of the ATII Public Shares as they may receive higher proceeds from the sale of their ATII Public Shares in the public market than from exercising their Redemption Rights if the market price per-ATII Public Share is higher than the Redemption Price. ATII cannot assure ATII Public Shareholders that they will be able to sell their ATII Public Shares in the open market prior to the completion of the Business Combination, even if the market price per-ATII Public Share is higher than the Redemption Price, as there may not be sufficient liquidity in ATII Public Shares when ATII Public Shareholders wish to sell their ATII Public Shares.

Holders of ATII Warrants will not have Redemption Rights with respect to the ATII Warrants pursuant to the terms of the ATII Warrant Agreement and the Current Charter.

Proxy Solicitation

The ATII Board is soliciting your proxy and ATII will bear the cost of soliciting proxies.            has been retained to assist with the solicitation of proxies. ATII expects to pay           a fee of $           , plus certain costs associated with additional services, as necessary, and           will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the extraordinary general meeting. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of ATII Ordinary Shares, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses in accordance with SEC and Nasdaq regulations. Proxies may also be solicited in person or by telephone, facsimile, e-mail or other electronic medium to           or, without additional compensation, by ATII, the ATII Directors or any officers and employees of ATII. This solicitation is being made by mail but may also be made by telephone. ATII, the ATII Directors and any officers and employees of ATII may also solicit proxies online. ATII will file with the SEC all scripts and other electronic communications as proxy soliciting materials.

If a holder of ATII Ordinary Shares grants a proxy, such holder may still vote its ATII Ordinary Shares in person if it revokes its proxy before the extraordinary general meeting as described above. A holder of ATII Ordinary Shares also may change its vote by submitting a later-dated proxy as described above.

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Anticipated Date of Consummation of the Business Combination

Assuming the timely satisfaction of necessary Closing conditions set forth in the Merger Agreement, including the approval of the Business Combination Proposal by the holders of ATII Ordinary Shares, we currently anticipate that the Business Combination will be consummated as early as the third calendar quarter of 2026. However, the exact timing of consummation of the Business Combination cannot be predicted because the Business Combination is subject to the Closing conditions specified in the Merger Agreement and summarized in this proxy statement/prospectus, many of which are outside our control.

Appraisal Rights

None of the holders of ATII Ordinary Shares or ATII Warrants are entitled to appraisal rights in connection with the Business Combination or the Domestication Merger under the Companies Act and the DGCL.

Holders of ATII Ordinary Shares

As of the date of this proxy statement/prospectus, there are 29,590,000 ATII Ordinary Shares issued and outstanding, which includes 6,280,000 ATII Ordinary Shares held by the Sponsor, its affiliates and representatives. As of the date of this proxy statement/prospectus, there is an aggregate of 11,920,000 ATII Warrants outstanding, which is comprised of the 420,000 ATII Warrants that were originally issued as part of the ATII Private Units to the Sponsor and BTIG concurrently with the IPO and the 11,500,000 ATII Warrants that were originally issued as part of the ATII Public Units at the IPO.

At any time at or prior to the consummation of the Business Combination, subject to applicable U.S. federal securities laws (including with respect to material non-public information), the Sponsor, the Forge Nano Stockholders who receive Closing Payment Shares, holders of Forge Nano Convertible Securities, if any, and ATII, or our or their respective directors, officers, advisors or affiliates, may (a) purchase ATII Public Shares from ATII Public Shareholders who elect to redeem, or indicate an intention to redeem, such ATII Public Shares in connection with the Business Combination, (b) execute agreements to purchase such ATII Public Shares from such ATII Public Shareholders in the future or (c) enter into transactions with such ATII Public Shareholders and others to provide them with incentives to acquire ATII Public Shares or not redeem their ATII Public Shares. Such a purchase may include a contractual acknowledgement that such ATII Public Shareholder, although still the record holder of such ATII Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights with respect to such ATII Public Shares. In the event that the Sponsor, the Forge Nano Stockholders who receive Closing Payment Shares, holders of Forge Nano Convertible Securities, if any, or ATII, or our or their respective directors, officers, advisors or affiliates, purchase ATII Public Shares in privately negotiated transactions from ATII Public Shareholders, such ATII Public Shares purchased by the Sponsor, the Forge Nano Stockholders who receive Closing Payment Shares, holders of Forge Nano Convertible Securities, if any, or ATII, or our or their respective directors, officers, advisors or affiliates, would not be voted in favor of the Business Combination Proposal, and the Sponsor, the Forge Nano Stockholders who receive Closing Payment Shares, holders of Forge Nano Convertible Securities, if any, or ATII, or our or their respective directors, officers, advisors or affiliates, would waive their Redemption Rights with respect to such ATII Public Shares in connection with the Business Combination. In the event that the Sponsor, the Forge Nano Stockholders who receive Closing Payment Shares, holders of Forge Nano Convertible Securities, if any, or ATII in accordance with and subject to the terms and conditions of the Merger Agreement, or our or their respective directors, officers, advisors, or affiliates, purchase ATII Public Shares in privately negotiated transactions from ATII Public Shareholders who have already elected to exercise their Redemption Rights with respect to such ATII Public Shares in connection with the Business Combination, such selling ATII Public Shareholders would be required to revoke their prior elections to redeem such ATII Public Shares in connection with the Business Combination.

The purpose of such ATII Public Share purchases and other transactions would be to reduce the number of ATII Public Shareholders electing to redeem their ATII Public Shares in connection with the Business Combination.

Entering into any such arrangements may have a depressive effect on the market price of ATII Public Shares (e.g., by giving an investor or holder the ability to effectively purchase ATII Public Shares at a price lower than market, such investor or holder may therefore become more likely to sell the ATII Public Shares he, she or it owns, either at or prior to the consummation of the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur.

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proposal no. 1 — THE BUSINESS COMBINATION PROPOSAL

Background of the Business Combination

ATII is a blank check company incorporated in the Cayman Islands on June 7, 2024, and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Our intention was to capitalize on the substantial deal sourcing, investing and operating expertise of the Sponsor, the ATII Directors, and our management team to identify and combine with one or more businesses with high growth potential for purposes of consummation its initial business combination pursuant to the Current Charter. For information about the Sponsor, see “Proposal No. 1 — The Business Combination Proposal — Our Sponsor.”

The Business Combination was the result of a thorough search by ATII for a potential transaction utilizing the global network and investing and operating experience of its management team and the ATII Board. The terms of the Business Combination were the result of negotiations between the independent directors of the ATII Board, ATII’s management team and the Sponsor, in consultation with ATII’s legal advisors and professional service providers, and the directors of Forge Nano and Forge Nano’s management team, in consultation with Forge Nano’s legal advisors and professional service providers. The following is a brief description of the background of these negotiations, the Merger Agreement and related transactions.

On February 12, 2025, ATII issued an aggregate of 23,000,000 ATII Public Units at a price of $10.00 per ATII Public Unit in connection with the IPO, including the full exercise of the underwriter’s overallotment option, generating gross proceeds of $230,000,000. Substantially concurrently with the IPO, ATII issued, in a private placement transaction, 840,000 ATII Private Units, at a price of $10.00 per ATII Private Unit, to the Sponsor and BTIG, generating gross proceeds of $8,400,000. Of those 840,000 ATII Private Units, the Sponsor purchased 530,000 ATII Private Units and BTIG purchased 310,000 ATII Private Units. Following the IPO (including exercise of the over-allotment option by the underwriters of the IPO), an amount equal to $231,150,000 of the net proceeds from the IPO and the sale of the ATII Units was placed in the Trust Account. As of the Record Date, funds in the Trust Account totaled $           ($           per ATII Public Share) and were held in an interest-bearing Trust Account.

Pursuant to the Insider Letter, the Insiders agreed in connection with the IPO to waive their Redemption Rights in connection with an initial business combination during the Completion Window, including the Business Combination, with respect to all Founder Shares and ATII Private Shares purchased by the Insiders and BTIG in a private placement concurrently with the IPO. The Insiders did not receive any separate consideration paid in connection with providing such waiver.

Prior to the consummation of the IPO, neither ATII, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to an initial business combination with ATII.

Upon the consummation of the IPO, ATII’s management team commenced an active search for prospective businesses to acquire for purposes of its initial business combination. Through the networks of relationships of its management team and the Sponsor and its affiliates, representatives of ATII contacted, and representatives of ATII were contacted by, a number of individuals, financial advisors and other entities who offered to present ideas for business combination opportunities, including several investment banks and advisors, for purposes of its initial business combination.

On a regular basis, the ATII Board was updated by ATII’s management with respect to the status of the search for its initial business combination.

The following is not intended to be a complete list of all opportunities initially evaluated or explored or discussions held by representatives of ATII but sets forth the significant discussions and steps that ATII took in entering into the Merger Agreement with Forge Nano for purposes of its initial business combination.

ATII evaluated over 50 potential target businesses for its initial business combination prior to entering into the Merger Agreement with Forge Nano. ATII’s target evaluation process for its initial business combination began with a review of the basic information available regarding a potential target, either available publicly or made available to ATII by the individual or entity introducing the target to ATII. This basic information typically includes a target’s industry, a brief description of a target’s business, high-level financial data, and valuation sought by a target. Based on this initial review, ATII would determine if there were any fundamental factors that would cause ATII to not proceed with such target, such as if a target’s industry was outside of ATII’s intended industry focus, if the underlying business model of a target was too speculative, or if a target business was too small. If ATII decided to proceed with a target, ATII would then seek to execute a non-disclosure agreement with the target and conduct further assessment of

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the business via requests from ATII for information and meetings with a target’s management team. Of the over 50 potential target businesses that ATII evaluated for its initial business combination, ATII executed non-disclosure agreements with approximately 20 of them.

Of the potential targets for its initial business combination that ATII signed non-disclosure agreements with, ATII entered into letter of intent negotiations with five of the targets. The first target was a high-tech aerospace company with an initial contemplated valuation of $750 million; ATII decided not to proceed with the target due to uncertainty about the target’s technology roadmap and path to revenue ramp. The second target was a quantum computing company with an initial contemplated valuation of $2 billion; ATII terminated its LOI negotiations with the target due to ATII entering an exclusive LOI with Forge Nano. The third was an artificial intelligence chip company with an initial contemplated valuation of $1.5 billion; the target decided not to proceed with a SPAC transaction. The fourth target was an autonomous electric vehicle company with an initial contemplated valuation of $1.5 billion; the target decided to pursue a transaction with another SPAC. The final target was Forge Nano, a deep-tech material sciences company, which ATII chose as its ultimate merger target based on consideration of Forge Nano’s superior differentiated technology, market positioning, investor and client base, growth potential and public readiness.

The following is a discussion of ATII’s formation, the background of ATII’s previous attempts at an initial business combination, its negotiations with and evaluation of Forge Nano, the Merger Agreement and related matters.

Timeline of the Preliminary Negotiations

On August 8, 2025, Michael Kleinberg, the CFO of Forge Nano, contacted Long Long, the CEO of ATII, to discuss Forge Nano’s interest in pursuing a SPAC merger. Mr. Kleinberg identified ATII as part of his research into active SPACs that matched Forge Nano’s preferred criteria, including trust size, industry focus and prior SPAC experience. ATII was one of several SPACs meeting these criteria that Mr. Kleinberg contacted. Mr. Kleinberg provided to Mr. Long an overview of Forge Nano’s technology and business and answered preliminary questions from Mr. Long regarding Forge Nano’s financial status, audit status, and valuation expectations. Mr. Long, in turn, provided to Mr. Kleinberg an overview of ATII and answered preliminary questions from Mr. Kleinberg regarding the expected timeline of a SPAC merger. A follow-up meeting was scheduled by Mr. Kleinberg and Mr. Long for an introductory meeting between Forge Nano’s management team and ATII’s management team. After the call, Mr. Kleinberg emailed to Mr. Long a draft NDA and Forge Nano’s investor presentation. Mr. Long emailed to Mr. Kleinberg ATII’s introductory presentation that provided an overview of ATII’s management team and structure.

On August 12, 2025, Mr. Long emailed to Mr. Kleinberg a revised NDA, which Mr. Kleinberg agreed to. Subsequently, Mr. Kleinberg and Mr. Long executed the NDA.

On August 13, 2025, Mr. Kleinberg provided Mr. Long with access to Forge Nano’s virtual data room containing Forge Nano’s financial statements, contracts, cap table, technical performance reports, government grant documents, project management documents and other corporate documents.

On August 20, 2025, Dr. Paul Lichty, the CEO of Forge Nano, and Mr. Kleinberg met with Daniel Sheehan, the CFO of ATII, Ben Landen, the CTO of ATII, and Mr. Long via video conference. During the meeting, Dr. Lichty presented Forge Nano’s investor presentation and spoke in depth of Forge Nano’s technology, clients, partners, financials, accomplishments, and future aspirations. A follow-up meeting was scheduled between Forge Nano and ATII for ATII to present to Forge Nano’s ATII’s team and structure.

On August 21, 2025, Mr. Long emailed to Dr. Lichty and Mr. Kleinberg a supplemental presentation comparing ATII’s structure versus other SPACs in the market.

On August 22, 2025, Mark Gordon, a Board nominee of Forge Nano, Dr. Lichty, and Mr. Kleinberg met with Mr. Long and Mr. Sheehan via video conference. Mr. Long presented the ATII introductory presentation and supplemental presentation that was previously emailed and answered questions from the Forge Nano team. A follow-up meeting was scheduled between Forge Nano and ATII for a deep dive into Forge Nano’s technology and business development strategy.

On August 29, 2025, Dr. Lichty, Mr. Kleinberg, and Mr. Gordon met with Dr. Eric Ball, the Chairman of ATII, Mr. Long, Mr. Sheehan, and a semiconductor specialist from Mr. Sheehan’s network via video conference. Dr. Lichty provided a detailed overview of Forge Nano’s technology as it applies to the semiconductor industry and answered questions from the ATII team.

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On September 5, 2025, Mr. Long emailed Mr. Kleinberg a draft non-exclusive LOI for Forge Nano’s consideration. The draft LOI proposed a merger consideration of $2 billion and a minimum gross cash of $200 million from cash remaining in ATII’s trust account at the time of merger and gross proceeds from the PIPE Financing and Additional PIPE Financing efforts.

On September 8, 2025, Mr. Long, Dr. Ball, and Mr. Sheehan travelled to Thornton, Colorado, to visit Forge Nano’s facilities and meet with the Forge Nano team in person. Dr. Lichty and Mr. Kleinberg took the ATII team on a tour of Forge Nano’s manufacturing and research facility and introduced the multitude of research projects that the Forge Nano team is working on. The ATII team then met with key members of Forge Nano’s engineering and operations team and asked further questions relating to Forge Nano’s technology, the Morrisville battery plant, and Forge Nano’s future plans. The ATII team then discussed the proposed LOI terms with Dr. Lichty, Mr. Kleinberg, and Mr. Gordon.

From September 9, 2025 to September 18, 2025, Mr. Long and Mr. Kleinberg held multiple discussions regarding the LOI. In the discussions, Mr. Long suggested the $2 billion merger consideration include a significant earn-out component tied to revenue and share price triggers to provide an attractive entry price for public investors and as a show of confidence in Forge Nano’s future revenue growth. Mr. Long and Mr. Kleinberg ultimately agreed to keep the merger consideration for Forge Nano at $2 billion with no earn-out but agreed to revisit the topic following consultation with their financial advisors and potential PIPE investors.

On September 19, 2025, Mr. Kleinberg and Mr. Long executed the non-exclusive LOI. The LOI proposed a merger consideration of $2 billion and a minimum gross cash of $200 million from cash remaining in ATII’s trust account at the time of merger and gross proceeds from PIPE Financing and Additional PIPE Financing efforts.

Timeline of Public Announcement & Preparation of the Definitive Documents

From September 24, 2025 to October 7, 2025, Mr. Long held separate discussions with Mr. Kleinberg and BTIG with regards to requesting BTIG’s assistance to set up test-the-water meetings between Forge Nano and a few institutional investors, to be conducted without disclosing ATII’s involvement with Forge Nano.

On October 15, 2025, Dr. Lichty and Mr. Kleinberg attended test-the-water meetings with two institutional investors introduced by BTIG. The Forge Nano team presented its investor presentation, and discussed Forge Nano’s technology, clients, partners, financials, accomplishments, future aspirations, and answered questions presented by the institutional investors. The institutional investors provided feedback to the Forge Nano team.

On October 29, 2025, Dr. Lichty and Mr. Kleinberg attended a test-the-water meeting with one additional institutional investor introduced by BTIG. The Forge Nano team presented its investor presentation, and discussed Forge Nano’s technology, clients, partners, financials, accomplishments, future aspirations, and answered questions presented by the institutional investor. The institutional investor provided feedback to the Forge Nano team.

On November 3, 2025, BTIG held video conferences with the Forge Nano team to introduce the Forge Nano team to BTIG’s analyst and investment banking team. ATII and Forge Nano also held a separate video conference to introduce their respective legal counsels, Loeb & Loeb LLP (“Loeb”) and Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”).

On November 6, 2025, BTIG emailed Forge Nano and ATII a proposed engagement letter regarding BTIG serving as the private placement agent for Forge Nano and ATII’s proposed merger.

On November 10, 2025, Mr. Kleinberg and Mr. Long held a video conference to discuss signing an amended, mutually exclusive, LOI. The amended LOI updated the proposed merger consideration for Forge Nano from $2 billion to $2.1 billion. Of the $2.1 billion, $900 million would be subject to an earn-out, with the specific terms to be mutually agreed upon by Forge Nano and ATII.

On November 11, 2025, Mr. Long emailed Mr. Kleinberg a proposed amended, mutually exclusive, LOI.

From November 11, 2025 to November 20, 2025, Dr. Lichty, Mr. Kleinberg, and Mr. Long exchanged emails to discuss revisions to the proposed amended, mutually exclusive, LOI. The revisions mainly involved clarification of the LOI’s mutual exclusivity terms.

On November 20, 2025, Dr. Lichty and Mr. Long executed the amended, mutually exclusive, LOI.

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On November 24, 2025, Mr. Long and Stephen N. Cannon, a director of ATII, introduced Forge Nano to a potential investor for Forge Nano via video conference.

Between November 24, 2025 (when Loeb delivered a draft of the Merger Agreement to Paul Weiss), and April 20, 2026 (when the Merger Agreement was signed), the parties negotiated the terms of the Merger Agreement. Numerous drafts were shared between the parties and a number of conference calls relating to the Merger Agreement were held. However, the material terms of the transaction did not vary from the terms contained in the mutually exclusive LOI, except as described below.

On November 26, 2025, Forge Nano, ATII, and BTIG executed the engagement letter naming BTIG as the Private Placement agent for Forge Nano and ATII’s proposed merger.

From December 2, 2025 to December 10, 2025, BTIG held multiple video conferences with Forge Nano and ATII to review and provide feedback on Forge Nano’s investor presentation.

From December 2025 until the signing of the Merger Agreement on April 20, 2026, members of ATII management and members of Forge Nano management had numerous discussions and meetings with prospective investors in the PIPE Investment, as further described below. Prospective accredited investors in the PIPE Investment (collectively, “PIPE Investors”) included investors introduced by BTIG and investors via existing connections with Forge Nano’s management that expressed potential interest in participating in the PIPE Investment. BTIG wall-crossed each prospective PIPE Investor and provided them with access to a virtual data room containing copies of the investor presentation, the form of Subscription Agreement for investors to enter into in connection with the PIPE Investment, Forge Nano’s financial statements up to September 30, 2025. Over the course of discussions with prospective PIPE Investors, Forge Nano and ATII presented Forge Nano’s investor presentation and discussed Forge Nano’s technology, clients, partners, financials, accomplishments, future aspirations, transaction details, public comps, and answered questions presented by the PIPE Investors. Additionally, ATII, Forge Nano, BTIG, and their respective legal counsel discussed with PIPE Investors terms of the Subscription Agreement including the valuation of Forge Nano, certain terms of the Business Combination transaction and the terms of the Subscription Agreement. After negotiation of the form of Subscription Agreement by each of ATII, Forge Nano and BTIG and their respective counsels with PIPE Investors in January and February 2026, prospective PIPE Investors were presented with a final version of the Subscription Agreement in the virtual data room for review prior to execution of the Merger Agreement by the parties thereto.

From April 6, 2025 until the signing of the Merger Agreement on April 20, 2026, in order to secure $100 million of PIPE investment committed to purchase Pubco Common Stock at a purchase price of no less than $10.00 per share, Forge Nano and ATII negotiated and revised the terms of the Merger Agreement to include a commitment by the Sponsor to contribute up to 3,000,000 of the shares owned by the Sponsor to secure the aforementioned PIPE investment. Additionally, the Merger Agreement terms were revised to include the issuance of warrants with the right to purchase up to an aggregate of 15,000,000 shares of Pubco Common Stock at an exercise price of $10.00 per share (subject to applicable adjustments) during the five (5) year period following the Closing Date.

On April 20, 2026, ATII held a special meeting of the ATII Board of Directors to review the transaction with Forge Nano and related PIPE Investment. At the meeting, the Board approved the transaction and authorized ATII to execute the definitive agreement and relevant ancillary agreements with Forge Nano and other applicable parties to effect the Business Combination and the Subscription Agreements with PIPE Investors.

On April 20, 2026, ATII and Forge Nano concurrently signed the Merger Agreement and entered into Subscription Agreements with investors in the PIPE Investors.

On April 21, 2026, ATII and Forge Nano issued a joint press release (the “Press Release”) announcing that the parties had entered into the Merger Agreement. On the same day, ATII filed a Current Report on Form 8-K with the SEC and furnished, as exhibits thereto, copies of the Press Release, a copy of the Merger Agreement and a copy of the presentation prepared by Forge Nano and ATII shared with investors in the PIPE Investment that had entered into agreements to keep such information confidential.

Since November 6, 2025, members of ATII, Forge Nano, Loeb, Paul Weiss, ATII’s accountants, Forge Nano’s accountants, Withum Smith+Brown, PC, ATII’s auditors, and Baker Tilly US, LLP, Forge Nano’s auditors, have held numerous status meetings via video conference to discuss the progress of ATII and Forge Nano’s S-4 filing.

The parties have continued and expect to continue regular discussions regarding the execution and timing of the Business Combination.

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ATII’s Board of Directors’ Discussion of Valuation and Reasons for the Approval of the Business Combination

The ATII Board, in evaluating the proposed Business Combination with Forge Nano, consulted with ATII’s management and its technical advisors. In (i) determining that the transaction is fair to, and in the best interests of, ATII and its shareholders, (ii) approving the Merger Agreement and related agreements, and (iii) recommending the Business Combination proposal to ATII shareholders, the ATII Board considered a number of qualitative and quantitative factors, as summarized below. The ATII Board did not assign specific weightings to these factors but viewed its decision as based on the totality of the information available to it. The majority of the independent directors of the ATII Board are not required, under the Current Charter or the Companies Act, to retain an unaffiliated representative to act solely on behalf of unaffiliated ATII Public Shareholders for purposes of negotiating the terms of the Merger Agreement and/or preparing a report concerning the approval of the Business Combination, and no such person was retained. The ATII Board supported the decision to enter into the Merger Agreement based on the Board’s evaluation of the due diligence by ATII management and the investor presentation, and on the following qualitative and quantitative evaluations regarding Forge Nano:

Evaluation Criteria	Evaluation of Forge Nano by ATII Board
Management Team	Since its inception 15 years ago, Forge Nano has remained founder-led, with CEO and co-founder Paul Lichty, Ph.D., continuing to oversee strategy and technology development. Dr. Lichty, together with co-founder and CTO James Trevey, Ph.D., has guided Forge Nano from inception and built a team of over 100 employees that has achieved notable technological and business milestones. The Board viewed this continuity as critical to sustaining innovation and commercial execution. The Board also considered Forge Nano management’s record of converting R&D programs into commercial partnerships with notable customers across the defence, semiconductor, and battery industries, reflecting execution capability necessary to quickly scale the company.
Differentiated Technology Leadership and Market Opportunity	Forge Nano is a leader in atomic layer deposition (“ALD”) technologies applied to powders, films, and advanced materials. Its proprietary Atomic Armor™ process represents a breakthrough that enables atom-by-atom surface coatings at commercial scale. This technology underpins an estimated $359 billion of total immediate potential addressable market across semiconductors and Li-Ion batteries by 2034. Forge Nano’s ALDx™ equipment platform is expected to disrupt the semiconductor coating sector, offering up to 10× faster cycle time, up to 10x higher throughput, and up to 88× greater precursor efficiency than conventional systems. Additionally, Forge Nano’s ALDx™ equipment has been demonstrated to enable coating of up to 1000:1 aspect ratio through-silicon vias, which is up to 100x better than conventional systems. In parallel, Forge Nano’s ALD-coated lithium-ion battery materials demonstrated ~20% increase in capacity, faster charging time, up to 10× cycle life improvement, and 50% lower thermal generation. Finally, Forge Nano’s ALD technology has broad applications beyond just semiconductor and energy storage, including longer-burning rocket fuel, time-controlled vaccines, stronger 3D prints, more powerful quantum computing, more efficient small modular reactors, and brighter OLED screens. The ATII Board concluded that Forge Nano’s beachhead markets in high-margin ALD equipment and proprietary battery manufacturing supports a high-growth trajectory in the near to medium term. Furthermore, the ATII Board concluded that Forge Nano has untapped market potential and can scale beyond its initial beachhead markets in the long term.

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Evaluation Criteria

Evaluation of Forge Nano by ATII Board

Significant Growth Potential

The ATII Board considered that Forge Nano projects meaningful revenue growth from approximately $15 million in 2025 to over $75 million by 2027 from just its existing production capacity (as described in more detail below). Furthermore, Forge Nano’s forthcoming 3 GWh battery facility in North Carolina, which is expected to be fully operational in 2028, has the potential to generate nearly half a billion dollars of revenue annually. Finally, Forge Nano’s planned manufacturing capacity expansion for its semiconductor tools allows the company to potentially generate incremental revenue in excess of $180 million annually.

Government Endorsement and Non-Dilutive Capital Support

In September 2024, Forge Nano was selected by the U.S. Department of Energy (“DOE”) for a $100 million non-dilutive grant under the Bipartisan Infrastructure Law, one of only a handful of startups to receive such funding. The grant supports construction of Forge Nano’s North Carolina battery facility. The ATII Board viewed this DOE grant as a catalyst for accelerated scale-up without equity dilution. The Board recognized that such federal support reduces financing risk, enhances Forge Nano’s eligibility for additional Department of Defense and DOE programs, and signals strong alignment with the U.S. push for domestic manufacturing.

Industry-Leading Strategic Investors and Partners

The ATII Board also viewed the strategic investors in Forge Nano, including Volkswagen, GM, LG, Hanwha, Mitsui, AirLiquide, amongst others, as an indicator of the strong relevance of Forge Nano’s technology in a multitude of different industries. Furthermore, Forge Nano has recently entered into new partnerships that are expected to provide additional funding and operational guarantees for Forge Nano’s North Carolina battery facility. The ATII Board views these partnerships as an effective way in which Forge Nano has de-risked its planned construction and operational timeline for its North Carolina battery factory.

Extensive Intellectual Property Portfolio	Forge Nano’s technology is protected by more than 200 issued and pending patents, covering both process and equipment innovations, and a significant number of trade secrets. The ATII Board also noted that Forge Nano’s patents and trade secrets span multiple geographies and key nodes of the supply chain, including precursor chemistry and deposition control systems, thereby reinforcing its long-term defensibility and licensing potential. As a result, the Board believes Forge Nano possesses a substantial competitive moat and high barriers to entry.
Use of Proceeds & Alignment with Public Investors	The ATII Board noted that Forge Nano management has demonstrated a plan for utilizing the anticipated proceeds of the merger to expand its production capacity, enter new industry verticals, and engage in selective value-add acquisition activities. Additionally, the merger consideration for Forge Nano contains a 90 million shares earnout that will only be released if Forge Nano meets non-trivial revenue or share price milestones within five years of the merger closing. The ATII Board views this as an indication of Forge Nano’s confidence that it will realize its proposed growth roadmap and generate significant shareholder value for public investors.
Negative Factors Considered by the ATII Board	The ATII Board noted that Forge Nano is still in the early stage of revenue growth with $15 million of revenue in 2025 and $40 million of projected revenue in 2026. A significant portion of Forge Nano’s potential future revenue is dependent on the successful construction and operation of the North Carolina battery plant and the successful expansion of Forge Nano’s equipment manufacturing capabilities. These expansion plans present both construction and operational risks. The ATII Board also noted that there is minimal contractually guaranteed future revenue tied to the additional equipment and battery capacity that Forge Nano is building out.

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Certain Forge Nano Projected Financial Information and Estimated Revenue Capacity

The following is a summary of the financial information and revenue capacity estimates provided by Forge Nano to ATII in connection with ATII’s due diligence and consideration of the potential Business Combination. The summary set forth below does not purport to be a complete description of the financial analysis performed or factors considered by us. Furthermore, the projections and revenue capacity estimates do not take into account any circumstances or events occurring after the date on which the projections were reviewed by ATII’s management.

None of Forge Nano or ATII’s management, board of directors, affiliates, advisors or other representatives assumes responsibility to update the below information and future results may be materially different from those discussed. Any projections and revenue capacity estimates set forth below are not necessarily indicative or predictive of future results or values, which may be significantly more or less favorable. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty.

Forge Nano does not as a matter of course publicly disclose long term projections as to future performance, operating income or other financial results. However, Forge Nano’s management prepared projections through the year ending December 31, 2027 and revenue capacity estimates (collectively, the “Projections”) that were utilized in connection with the Business Combination. The Projections are included in this proxy statement/prospectus only because (1) the Projections were made available to ATII in connection with ATII’s due diligence review of Forge Nano; and (2) the Projections were made available to the ATII Board in connection with its consideration of the Business Combination. The Projections are not included in this proxy statement/prospectus to influence any shareholder to make any investment decision with respect to the Business Combination.

The Projections are forward-looking statements. Important factors that may affect actual results and cause the Projections not to be achieved include, but are not limited to, the risks and uncertainties described below and those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” beginning on page 12 and “Risk Factors” beginning on page 78. Although the Projections are presented with numerical specificity, they reflect numerous estimates and assumptions made by Forge Nano with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Forge Nano’s business, all of which are difficult or impossible to predict accurately and many of which are beyond Forge Nano’s control. The Projections reflect assumptions as to certain potential business decisions that are subject to change. The Projections cover a number of years and such information by its nature becomes less reliable with each successive year. The Projections were prepared on a standalone basis without giving effect to the Business Combination. Furthermore, the Projections do not take into account the effect of any failure of the Business Combination to be completed and should not be viewed as accurate or continuing in that context.

In the view of Forge Nano’s management, the information in the Projections was prepared on a reasonable basis and reflected the best estimates and judgments available to Forge Nano’s management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of future results. The Projections reflect subjective judgments and assumptions in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Projections, including, but not limited to, the risk that the Business Combination may not be completed in a timely basis or at all, that Forge Nano may be adversely affected by other economic, business and/or competitive factors, and risks related to Forge Nano’s financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” in this proxy statement/prospectus. Moreover, Forge Nano operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for Forge Nano’s management to predict all risks, nor can Forge Nano assess the effect of all factors on Forge Nano’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements Forge Nano may make. There can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than forecast. In addition, the Projections will be affected by Forge Nano’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Projections cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such.

The Projections were not prepared with a view toward public disclosure. The inclusion of the Projections should not be regarded as an indication that Forge Nano, any of its respective affiliates, officers, directors, advisors or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should

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not be relied upon as such. The inclusion of the Projections herein should not be deemed an admission or representation by Forge Nano that it views such Projections as material information. The inclusion of the Projections in this proxy statement/prospectus should not be regarded as an indication that the Projections will necessarily be predictive of actual future events. No representation is made by Forge Nano or any other person regarding the Projections or Forge Nano’s ultimate performance compared to such information. The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about Forge Nano included in this proxy statement/prospectus. In light of the foregoing factors, and the uncertainties inherent in the Projections, shareholders are cautioned not to place undue, if any, reliance on the Projections.

The Projections included in this document have been prepared by, and are solely the responsibility of, Forge Nano’s management. Neither Forge Nano’s independent auditor, Baker Tilly US, LLP, nor any other independent accountant has compiled, examined or performed any procedures with respect to the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Projections. The report of Baker Tilly US, LLP included in this proxy statement/prospectus relates solely to Forge Nano’s previously issued financial statements. It does not extend to the Projections and should not be read to do so.

Some of the Projections were presented as “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with the published guidelines of the SEC regarding projections or GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. The financial measures included in the Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measure were not provided to or relied upon by the ATII Board.

The chart below illustrates the key elements of the projections that Forge Nano’s management provided to ATII management:

	2025A		2026P		2027P
Equipment	$	5.7	$	15.2	$	45.2
Battery Cells	$	1.0	$	18.9	$	25.0
Coating	$	1.4	$	3.4	$	4.4
Grants	$	6.4	$	2.5	$	1.5
Total	$	14.5	$	40.1	$	76.1

These projections are based on a number of material assumptions by the Forge Nano management team, including:

● Management assumed continued growth in the semiconductor manufacturing industry in line with current estimates of an anticipated nearly $1 trillion worldwide build-out of capacity by 2034, as part of an estimated CAGR of 27.9% from 2026 to 2035 fueled by investment into AI data centers and quantum computing.

● In this growing industry, management assumed that it will be able to increase sales as Forge Nano’s tools process coatings over 10x faster than existing tools and use a fraction of expensive precursor materials, driving yields for these new fabs and unlocking capabilities in 3D chip stacking. Forge Nano’s tools are also attractive for existing fabs since their speed and precision are capable of throughput once only capable through Plasma Enhanced Chemical Vapor, Chemical Vapor and Physical Vapor Deposition tools (PECVD, CVD and PVD).

● Potential success in these markets and corresponding projected revenue figures was evidenced by a doubling of Forge Nano’s sales pipeline in 2025, and management assumed that such trends will continue. The pipeline for semiconductor equipment stood at $84 million in January 2026, up from $37 million a year earlier, and management assumed capturing approximately 15% of such pipeline when estimating 2026 bookings, while fulfilling its equipment backlog. The assumption for 2027 is also based on the continued growth of the pipeline.

● Management assumed that service revenue and parts revenue will increase with the growing total installation base. Service contracts are expected to generate an estimated 10% annually of each tool’s total booking amount, and parts purchases grow

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with the overall installed tool base as clients transition from warranty coverage to paid time and labor for maintenance. Management believes the estimated growth in equipment revenues is an appropriate proxy for this growth.

● Growth in battery sales prior to the launch of the Morrisville facility is driven first by demand, with Forge Nano’s battery pipeline featuring 21 GWh in letters of intent to purchase following testing of sample cells produced by third-party manufacturing partners and the internal prototype battery line at Forge Nano headquarters. Management assumed that existing macroeconomic factors driving this demand, such as electrification, the growing need in aerospace and military sectors to satisfy a number of applications where superior battery durability and performance are required, and origin restrictions (including, for example, the requirement that by 2028 many Department of War (DOW) contractors will no longer be allowed to purchase Chinese cells), will continue and will provide substantial pricing support for its energy storage products.

● The battery sales revenue estimates assume a modest capture of the demand illustrated in the LOIs, at 0.5% in 2026 and 0.7% in 2027 assuming the pricing contained in the LOIs remains consistent, which is a management expectation given the superior performance of the batteries and their domestic origins. The capture figures reflect management’s expectations of capacity to produce batteries among Forge Nano’s third-party manufacturers, its own prototype line and its distribution agreement with its Tier 1 South Korean partner. We expect that the Morrisville facility, when it opens, will bear the majority of this increased demand.

● Management assumed that Forge Nano will achieve sufficient build and service capacity to support the projected figures. In making this assumption, management considered that Forge Nano has developed qualified productive capacity with third-party manufacturing parties domestically and internationally over the last several years to secure its ability to deliver cells to customers as the Morrisville facility is constructed in partnership with a Tier 1 South Korean battery manufacturer. Forge Nano has also entered a partnership with the same partner to act as its U.S. distributor, increasing revenue potential for the guidance period.

● Forge Battery has signed contracts with its primary equipment vendor and production partner, a Tier 1 South Korean battery producer, and has made its initial deposits on that equipment. Design work on the core-and-shell facility including layout has been conducted. Construction likely will begin around the end of June, 2026. The plant is expected to begin operations 2Q2028.

● The Morrisville, North Carolina facility currently stands as a core-and-shell, 100,000 sqft facility located in the heart of sunny Morrisville providing all the charm and splendor one expects from a modern manufacturing facility. The neighbors are lovely. The facility is designed to accommodate a second floor, which will be included in our expansion to 250,000 – 280,000 sqft.

● As with most battery sales, clients normally require testing of cells from a production line. Those tests and a confirmation of production capacity are usually required before binding contracts are signed. Forge Battery has in its Tier 1 South Korean partner an exception to this with a contracted annual 250 MWh minimum offtake commitment. The pricing is favorable to our partner, so Forge Battery will focus on higher-price opportunities for the remainder of its capacity.

● Management assumed that other revenues, which include toll-coating, proof-of-concept and grant proceeds will remain consistent with historical levels as the company continues its work with emerging applications of commercial-scale atomic layer deposition.

● Because of the price sensitivity of its customers, downward pricing pressure from competing manufacturers, and continued innovation in semiconductor tool and battery manufacturing industry, among other factors, management assumed that price increases will not be a principal driver of future revenue growth. Accordingly, management assumed that prices for existing products will remain relatively flat and that new models of existing product lines may have moderate price increases commensurate with improved functionality.

The charts below illustrate the key elements of the revenue capacity estimates that Forge Nano’s management provided to ATII management. Forge Nano management believes that, with the $100 million DOE grant Forge Nano has secured and project financing that Forge Nano anticipates securing, Forge Nano will be able to construct and operate the North Carolina battery plant. Forge Nano

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management also believes that, with the net proceeds of the Merger (which includes $100 million of committed PIPE investment), Forge Nano will be able to complete the expansion of its equipment manufacturing capabilities.

North Carolina Battery Plant Revenue Capacity	Base Scenario		Med Scenario		High Scenario
Price / KWh ($)	$	150	$	175	$	250
Price / Cell ($)	$	2.78	$	3.24	$	4.63
Cells at expected Overall Equipment Effectiveness Target (million units)		144		144		144
Annual Revenue Capacity ($M)	$	399.2	$	465.7	$	665.3

Semiconductor Revenue Capacity from Expanded Manufacturing Facilities	Base Scenario		Med Scenario		High Scenario
Tools per Year (Units)		40		106		225
Bays Required (Units)		10		25		50
Pricing / Unit ($M)	$	1.5	$	1.75	$	1.85
Annual Revenue Capacity ($M)	$	60.0	$	185.9	$	416.3

Valuation

In assessing the fairness of the proposed valuation, the Board reviewed market data for a select list of growth stage companies that are most comparable to Forge Nano. There are no comparable growth stage companies in the semiconductor equipment industry and thus the comp list was selected from growth stage battery companies based on the following criteria: similar revenue stage, similar company profile, similar path to going public (i.e., as part of a SPAC merger). Except as otherwise noted, market data used in our public comparables analysis is based on market data as of April 17, 2026 and is not necessarily indicative of current market conditions.

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The ATII Board considered Forge Nano’s position to be favorable as compared to the above battery peer group, all of whom command similar or higher equity value than Forge Nano. The ATII Board noted that Forge Nano is currently generating revenues in both battery and semiconductor sectors. This diversified revenue stream offers Forge Nano with greater market opportunities than peers focused more narrowly on battery technology. The ATII Boad further believes that the broad applicability of Forge Nano’s technology beyond the battery and semiconductor industries, supported by its robust IP portfolio containing more than 200 patents, positions Forge Nano for greater future growth potential.

Therefore, the Board determined that the pre-money valuation of Forge Nano was fair.

Satisfaction of 80% Test

Nasdaq rules require that ATII’s initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the funds held in the Trust Account) at the time of the execution of a definitive agreement for ATII’s initial business combination. As of April 20, 2026, the fair market value of the funds held in the Trust Account was approximately $242 million (excluding taxes payable on the income earned on the funds held in the Trust Account at that time), and 80% thereof represents approximately $193.6 million. Based on the enterprise value of Forge Nano of approximately $1.2 billion compared to the approximately $242 million in the Trust Account (excluding the taxes payable on the income earned on the funds held in the Trust Account), the fact that the purchase price for Forge Nano in the Business Combination was the result of an arm’s length negotiation and all of the other factors described in this section and “Proposal No. 1 — The Business Combination Proposal —Merger Agreement”, the ATII Board determined that this requirement was met.

Our Sponsor

Our Sponsor, Archimedes Tech SPAC Sponsors II LLC (the “Sponsor”), is a Delaware limited liability company formed for the sole purpose of sponsoring ATII in connection with its initial public offering and subsequent business combination activities. The Sponsor’s business activities are limited to organizational activities, identifying and evaluating potential business combination targets, and providing administrative and financial support to ATII. The Sponsor does not have any operations or business activities outside of its role as sponsor to ATII and does not engage in any commercial operations or generate revenue apart from its investment in ATII. The Sponsor has no direct material and active role in managing the day-to-day activities of ATII and does not have any agreement, arrangement, or understanding with ATII, ATII Directors, officers of ATII or affiliates of ATII with respect to determining whether to proceed with a de-SPAC transaction.

The Sponsor, which includes among its members ATII’s directors and officers (the “Insiders”), is managed by its managing member, Long Long, who is also Chief Executive Officer and a director of ATII. ATII is managed by Mr. Long and Daniel L. Sheehan, ATII’s Chief Financial Officer and a director. As of the most recent practicable date, the controlling persons of the Sponsor, direct or indirect, consist of the following individuals, each of whom serve as directors of ATII, and their respective approximate ownership percentages of the Sponsor:

Controlling Person	Ownership Percentage
Long Long	21.22	%
Daniel L. Sheehan	14.33	%
Dr. Eric R. Ball	14.20	%
Stephen N. Cannon	21.22	%
Jack Crawford	2.26	%
Vishwesh Pai	4.12	%

Mr. Long, managing member of the Sponsor, has extensive experience with special purpose acquisition companies. He has been involved with six (6) special purpose acquisition companies, as further described below under “—SPAC Experience – Sponsor and its Affiliates”: (i) Archimedes Tech SPAC Partners III Co., (ii) Archimedes Tech SPAC Partners Co., (iii) Ackrell SPAC Partners I Co., (iv) Global SPAC Partners Co., and (v) Twelve Seas Investment Company. Mr. Long served as chief financial officer for three (3) of these special purpose acquisition companies. As chief financial officer, Mr. Long would have had a direct and material active role in managing the day-to-day activities of these special purpose acquisition companies. As chief financial officer, his main obligations and responsibilities would have comprised of overseeing all financial aspects of such special purpose acquisition companies.

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Mr. Sheehan also has extensive experience with special purpose acquisition companies. He has been involved with three (3) special purpose acquisition companies, as further described below under “—SPAC Experience – Sponsor and its Affiliates”: (i) Archimedes Tech SPAC Partners III Co., (ii) Archimedes Tech SPAC Partners Co., and (iii) Ackrell SPAC Partners I Co. Mr. Sheehan served as Chief Operating Officer of Archimedes Tech SPAC Partners Co. from 2021 until the consummation of its business combination in April 2022. As chief operating officer, Mr. Sheehan would have had a direct and material active role in managing the day-to-day activities of such special purpose acquisition company.

SPAC Experience – Sponsor and its Affiliates

Below are experiences the Sponsor, its affiliates, and any of its promoters have had in organizing special acquisition companies and other special acquisition companies in which the Sponsor, its affiliates, and any of its promoters are or were involved, along with certain other information:

Dr. Eric R. Ball, the Chairman of the ATII Board, also serves as the Chairman of the Board of Archimedes Tech SPAC Partners III Co. (Nasdaq: ARCI) (“Archimedes III”), which completed its initial public offering in January 2026, issuing 27,600,000 units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 units, generating gross proceeds of $276,000,000. Additionally, Ben Landen, who is expected to serve as a director of the Pubco Board following the Business Combination, serves as the Chief Executive Officer and a director of Archimedes III, and Long Long, Chief Executive Officer and a director of ATII, Daniel L. Sheehan, Chief Financial Officer and a director of ATII, and Vishwesh Pai, a director of ATII, serve as directors of Archimedes III. Archimedes III is currently in the process of seeking a business combination target.

Archimedes Tech SPAC Partners Co. (“Archimedes I”) completed its initial public offering in March 2021 and completed its merger with SoundHound AI, Inc. (Nasdaq: SOUN) in April 2022; the merger raised $111.0 million gross proceeds through a common-equity private placement and approximately 96% of the public shares of Archimedes I were redeemed in connection with the merger. Dr. Ball remains as a board member of Archimedes I and is currently serving as its Audit Chair. Mr. Long served as Chief Financial Officer and Mr. Sheehan served as Chief Operating Officer of Archimedes I from 2021 until the consummation of its business combination in April 2022.

Ackrell SPAC Partners I Co. (“Ackrell I”) completed its initial public offering in December 2020 and was not able to complete an initial business combination within the required time frame, thus the company liquidated its trust account and returned all trust proceeds to holders of its public shares in August 2022.

Mr. Long served as Chief Financial Officer of Ackrell I from 2019 to 2022, and Mr. Sheehan served as a director from 2020 to 2022.

Global SPAC Partners Co. completed its initial public offering in April 2021 and completed its merger with Gorilla Technology Group (Nasdaq: GRRR) in July 2022, where approximately 90% of the public shares were redeemed in connection with the company’s extensions and merger. Mr. Long served as Chief Financial Officer of Global SPAC Partners Co. from 2020 until the consummation of its business combination in July 2022.

Twelve Seas Investment Company completed its initial public offering in June 2018 and completed its merger with Brooge Energy Limited in December 2019, where approximately 82% of the public shares was redeemed in connection with the merger. Mr. Long served as Vice President of Twelve Seas Sponsors I LLC, sponsor of Twelve Seas Investment Company, from 2017 until the consummation of its business combination in December 2019.

Past performance by our management team is not a guarantee of success with respect to the Business Combination and Forge Nano. You should not rely on the historical record of the performance of our management team or businesses associated with them as indicative of our future performance of an investment of the Sponsor, ATII’s management team and board members in Forge Nano or the returns we will, or are likely to, generate going forward. For information about conflicts of interest with respect to the Sponsor, see “Interests of Certain ATII Persons in the Business Combination” below.

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Compensation to be Received by the Sponsor and ATII’s Directors and Officers in Connection with the Business Combination and the PIPE Investment

Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor, the Initial Shareholders and ATII’s officers and directors in connection with the Business Combination, the PIPE Financing and the Additional PIPE Financing, as well as a summary of related restrictions on such holders’ ability to transfer, assign, or sell such securities.

Entity/Individual	Relevant Agreement(s)	Amount of Compensation Received or to be Received or Securities Issued or to be Issued	Consideration	Certain Terms, Restrictions and Transfers
Sponsor	(1) the Amended and Restated Securities Subscription Agreement, dated June 25, 2024, by and between ATII and the Sponsor; (2) the Insider Letter, dated February 10, 2025, by and among ATII, the Sponsor and the Insiders (the “Insider Letter”); and (3) the Purchaser Support Agreement, dated as of April 20, 2026, entered into by and among ATII, Forge Nano and the Sponsor, as it may be amended and supplemented from time to time (the “Purchaser Support Agreement”)	5,750,000 shares of Pubco Common Stock upon conversion of 5,750,000 Founder Shares.	The Sponsor acquired 5,750,000 Founder Shares in June 2024, prior to the IPO, for an aggregate purchase price of $25,000, or approximately $0.004 per ATII Ordinary Share.	Pursuant to the Insider Letter, the Sponsor agreed in connection with the IPO to restrictions on transfer following the Closing Date with respect to Founder Shares and ATII Private Shares issued in a private placement concurrently with the IPO, including a lock-up, subject to certain exceptions, in each case ending on the earlier of (a) six months following the Closing Date and (b) the date the last reported sale price of shares of Pubco Common Stock equals or exceeds $12.00 per share (subject to adjustment) for any twenty trading days within any thirty-trading day period after the Closing Date. As part of the Insider Letter entered into at the time of the IPO, the Insiders agreed to waive their Redemption Rights in connection with an initial business combination, including the Business Combination, during the Completion Window with respect to all of their Founder Shares and ATII Private Shares purchased in a private placement concurrently with the IPO. The Insiders did not receive any separate consideration paid in connection with providing such waiver. Pursuant to the Purchaser Support Agreement, and subject to the terms and conditions set forth therein, the Sponsor agreed to contribute up to 3,300,000 Founder Shares, together with all shares of Pubco Common Stock issued upon conversion thereof in the Domestication Merger, including 3,000,000 Founder Shares to be transferred to the Initial PIPE Investor at the Closing to secure the Financing Transaction to the extent the parties to the PIPE Subscription Agreement fund any Financing Transaction (as defined in the Purchaser Support Agreement) of at least $100,000,000; and the remaining 300,000 Founder Shares will be transferred to investors to secure other Financing Transactions (if any) to the extent such Financing Transactions are funded by such investors. Any of the 300,000 Founder Shares not used to secure Financing Transactions will be retained by the Sponsor.
	(1) the Private Units Subscription Agreement, dated February 10, 2025, by and between ATII and the Sponsor (the “Sponsor ATII Private Units Agreement”); and (2) the Insider Letter	530,000 shares of Pubco Common Stock upon conversion of 530,000 ATII Ordinary Shares underlying ATII Private Units, each such ATII Private Unit consisting of one ATII Ordinary Share and one-half of one ATII Private Warrant.	The Sponsor acquired 530,000 ATII Private Shares and 265,000 ATII Private Warrants included in the 530,000 ATII Private Units purchased in a private placement concurrently with the IPO for an aggregate purchase price of $5,300,000.	Same as above.

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Entity/Individual	Relevant Agreement(s)	Amount of Compensation Received or to be Received or Securities Issued or to be Issued	Consideration	Certain Terms, Restrictions and Transfers
	(1) the Sponsor ATII Private Units Agreement; and (2) the Insider Letter	265,000 PubCo SPAC Warrants upon conversion of 265,000 ATII Private Warrants underlying 530,000 ATII Private Units, each such ATII Private Unit consisting of one ATII Ordinary Share and one-half of one ATII Private Warrant.	Same as above.	Same as above.
	Administrative Services Agreement, dated February 10, 2025, by and between ATII and the Sponsor	$10,000 per month until liquidation or completion of an initial business combination	ATII entered into an administrative services agreement providing that, commencing on the effective date of the IPO, ATII agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of its initial business combination or its liquidation, ATII will cease paying these monthly fees.	N/A.
Sponsor and/or the Initial Shareholders	N/A.	Up to $1,500,000 in Working Capital Loans, with the Sponsor or an affiliate of the Sponsor, or certain of ATII’s officers and directors, as lender(s), which loans may be convertible into private units of ATII, at the option of the lender, at a price of $10.00 per unit. As of the date of this proxy statement/prospectus, the terms of such Working Capital Loans have not been determined, no written agreements exist with respect to any such Working Capital Loans, and ATII has no outstanding borrowings under Working Capital Loans.	As disclosed in the IPO prospectus, ATII may issue Working Capital Loans that would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of ATII, at a price of $10.00 per unit. If ATII completes the Business Combination by the Completion Window, ATII would repay the Working Capital Loans out of the proceeds of the Trust Account. Otherwise, the Working Capital Loans would be repaid only out of funds held outside of the Trust Account. In the event that the Business Combination is not completed by the Completion Window, ATII may use a portion of proceeds held outside of the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The private units of ATII into which such Working Capital Loans may be convertible would be identical to the ATII Private Units issued concurrently with the IPO.	N/A.
BTIG	Private Units Subscription Agreement, dated	310,000 shares of Pubco Common Stock upon conversion of 310,000 ATII	BTIG acquired 310,000 ATII Private Shares and 155,000 ATII Private Warrants included in the	Pursuant to the BTIG ATII Private Units Agreement, BTIG agreed to waive its Redemption Rights in connection with

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Entity/Individual	Relevant Agreement(s)	Amount of Compensation Received or to be Received or Securities Issued or to be Issued	Consideration	Certain Terms, Restrictions and Transfers
	February 10, 2025, by and between ATII and the BTIG (the “BTIG ATII Private Units Agreement”)	Ordinary Shares underlying ATII Private Units, each such ATII Private Unit consisting of one ATII Ordinary Share and one-half of one ATII Private Warrant.	310,000 ATII Private Units purchased in a private placement concurrently with the IPO for an aggregate purchase price of $3,100,000.	an initial business combination, including the Business Combination, during the Completion Window with respect to all ATII Private Shares purchased in a private placement concurrently with the IPO. BTIG did not receive any separate consideration paid in connection with providing such waiver.
	The BTIG ATII Private Units Agreement	155,000 PubCo SPAC Warrants upon conversion of 155,000 ATII Private Warrants underlying 310,000 ATII Private Units, each such ATII Private Unit consisting of one ATII Ordinary Share and one-half of one ATII Private Warrant	Same as above.
ATII Directors and Officers of ATII	The Merger Agreement	Reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination during the Completion Window. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. As of the date of this proxy statement/prospectus, there are no out-of-pocket expenses to be reimbursed.	Services in connection with identifying, investigating and completing an initial business combination.	N/A.

The securities to be issued to the Sponsor and ATII’s officers and directors may result in a material dilution of the equity interests of non-redeeming ATII Public Shareholders. None of the funds in the Trust Account will be used to compensate ATII’s officers or directors. Except for administrative services fees paid or to be paid to the Sponsor, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsor, ATII’s officers or directors, or any of their respective affiliates, by ATII for services rendered prior to or in connection with the completion of the Business Combination. However, as detailed above, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, as discussed above. The reimbursement of expenses and advances to the Sponsor and ATII’s officers and directors may result in a material dilution of the equity interests of non-redeeming ATII Public Shareholders.

Interests of the Sponsor and ATII’s Directors and Officers in the Business Combination

In considering the recommendation of the ATII Board to vote in favor of approval of the Business Combination Proposal, the Domestication Merger Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal and the Adjournment Proposal, if presented, holders of ATII Ordinary Shares should keep in mind that the Sponsor and ATII’s directors and executive officers, and entities affiliated with them, have interests in such proposals that are different from, or in addition to, the interests of unaffiliated security holders of ATII. Further, ATII’s officers and directors have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, which are set forth in more detail in the section titled “Information Related to ATII — Conflicts of Interest.” We believe there were no such opportunities that were not presented as a result of the existing fiduciary or contractual obligations of our officers and directors to other entities. The ATII Board was aware of and considered these interests, among other matters, in evaluating the Business Combination and the Merger

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Agreement and in recommending to the holders of ATII Ordinary Shares that they vote in favor of the proposals to be presented at the extraordinary general meeting, including the Business Combination Proposal. ATII Shareholders should take these interests into account in deciding whether to approve the proposals presented at the extraordinary general meeting, including the Business Combination Proposal. These interests include, among other things:

● the fact that the Sponsor, which includes among its members the Insiders, and the Initial Shareholders hold 5,750,000 Founder Shares which were initially purchased for an aggregate purchase price of $25,000, or approximately $0.004 per share, and such Founder Shares will have a significantly higher value at the time of the Business Combination, estimated at approximately $         based on the closing price of $         per ATII Ordinary Share on Nasdaq on           , 2026. ATII estimates that, at the Closing, the Sponsor and the Initial Shareholders will hold an aggregate of 2,750,000 shares of Pubco Common Stock issued upon conversion of 2,750,000 of the 5,750,000 Founder Shares (assuming the transfer at Closing of 3,000,000 shares of Pubco Common Stock issued upon conversion of 3,000,000 of the 5,750,000 Founder Shares to the Initial PIPE Investor in accordance with the Purchaser Support Agreement, which if unrestricted and freely tradeable, would be valued at approximately $         , based on the $         closing price of ATII Ordinary Shares on Nasdaq on           , 2026. However, given that such shares of Pubco Common Stock will be subject to certain restrictions, including those described elsewhere in this proxy statement/prospectus, ATII believes such shares have less value); provided, that the 3,000,000 shares of Pubco Common Stock transferred by the Sponsor to the Initial PIPE Investor upon conversion of 3,000,000 of the 5,750,000 Founder Shares to the Initial PIPE Investor in accordance with the Purchaser Support Agreement will be transferred subject to the same restrictions in accordance with the Insider Letter.

● the fact that, as a result of the purchase price paid by the Sponsor, which includes among its members the Insiders, and the Initial Shareholders, if the Business Combination is completed during the Completion Window, the Sponsor and the Initial Shareholders are likely to be able to make a substantial profit on their investment in ATII even at a time when the shares of Pubco Common Stock have lost significant value. On the other hand, if the Business Combination is not completed and ATII liquidates without completing another initial business combination during the Completion Window, the Sponsor and the Initial Shareholders would lose their entire investment in ATII;

● the fact that the Sponsor holds 530,000 ATII Private Units acquired in a private placement that closed simultaneously with the closing of the IPO at a purchase price of $10.00 per unit, consisting of (i) 530,000 ATII Private Shares and (ii) 265,000 ATII Private Warrants, initially purchased for an aggregate of $5,300,000, which will then automatically convert at the Domestication Merger Effective Time into Pubco SPAC Warrants to purchase an equal number of shares of Pubco Common Stock. ATII estimates that, at the Closing, if unrestricted and freely tradeable, such shares would be valued at approximately $          , based on the $          closing price of the ATII Ordinary Shares on Nasdaq on            , 2026. However, given that such shares of Pubco Common Stock will be subject to certain restrictions, including those described elsewhere in this proxy statement/prospectus, ATII believes such shares of Pubco Common Stock have less value;

● the fact that, if ATII were to liquidate rather than complete the Business Combination during the Completion Window, the Sponsor and the Initial Shareholders will lose their entire investment in ATII, which totals approximately $5,325,000 as of the date of this proxy statement/prospectus, comprising the $25,000 purchase price for the Founder Shares and the $5,300,000 purchase price for the ATII Private Units purchase by the Sponsor in a private placement concurrently with the closing of the IPO, because the Sponsor and the Initial Shareholders have waived their redemption rights with respect to such shares. The potential loss of this investment may incentivize the Sponsor and the Initial Shareholders and their respective affiliates to pursue the Business Combination on unfavorable terms in order to avoid a liquidation;

● the fact that, if the Trust Account is liquidated, including in the event ATII is unable to complete the Business Combination during the Completion Window, the Sponsor has agreed that it will be liable to ATII if and to the extent any claims by a third party for services rendered or products sold to ATII, or a prospective target business with which ATII has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per ATII Public Share and (ii) the actual amount per ATII Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per ATII Public Share due to reductions in the value of the assets in the Trust Account, less taxes payable, if any, provided that such obligation will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (whether or not such waiver is enforceable), any claims by ATII’s independent registered public accounting firm, or any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

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● the fact that, pursuant to the A&R Registration Rights Agreement, the Sponsor, which includes among its members the Insiders, and the Initial Shareholders will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Pubco Common Stock following the consummation of the Business Combination. ATII estimates that the Sponsor and the Initial Shareholders will hold an aggregate of [           ] shares of Pubco Common Stock subject to registration rights, assuming the Maximum Redemptions Scenario, based on the Assumed Redemption Price;

● the fact that the Current Charter contains a waiver of the corporate opportunity doctrine, and there could have been business combination targets that would have been appropriate for a combination with ATII but were not offered due to an ATII director’s duties to another entity. ATII does not believe that the waiver of the corporate opportunity doctrine in the Current Charter interfered with its ability to identify a business combination target; and

● the continued indemnification of former and current directors and officers of ATII, the Sponsor and the Initial Shareholders and the continuation of directors’ and officers’ liability insurance following the Business Combination.

In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require out directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under the Companies Act. We believe, however, that there were no such corporate opportunities presented to our directors and officers which were not presented to ATII, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar obligations to other entities did not impact our search for a business combination target. For more information, see “Information About ATII — Conflicts of Interest.”

Forge Nano’s Reasons for the Business Combination

In the course of reaching their decisions to recommend and to approve the Business Combination, the Forge Nano Board held numerous meetings, consulted with Forge Nano’s management, advisors and counsel, and considered a wide variety of factors including, among others, the below material factors (which factors are not necessarily presented in any order of relative importance):

● the Business Combination will expand both the access to capital for Forge Nano and the range of investors potentially available as a public company, compared to the investors Forge Nano could otherwise gain access to if it continued to operate as a privately-held company;

● Forge Nano’s expected cash resources and need for additional capital to fund the development of its products, and the uniqueness of this particular potential Business Combination, as the negotiated transaction will result in the infusion of committed capital from one or more institutional investors at the time of Closing;

● the potential benefits from increased public market awareness of Forge Nano and its products;

● the historical and current information concerning Forge Nano’s business, including its financial performance and condition, operations, management and research and development programs;

● the competitive nature of the industry in which Forge Nano operates;

● the Forge Nano Board’s fiduciary duties to Forge Nano Stockholders’

● the Forge Nano Board’s belief that this transaction provides a viable public listing strategy and access to available capital, and addresses the risk of the lack of an available or the possibility of an unfavorable market for an initial public offering at a later date;

● the terms and conditions of the Merger Agreement;

● the flexibility under the terms of the Merger Agreement for Forge Nano to enter into a complementary financing; and

● the likelihood that the Business Combination will be consummated on a timely basis.

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In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Forge Nano Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Forge Nano Board viewed its decision as being based on all the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors.

The Forge Nano Board also considered a number of uncertainties and risks in its deliberations concerning the Business Combination and the other transactions contemplated by the Merger Agreement, including the following:

● the possibility that the Business Combination might not be completed in a timely manner or at all, and the potential adverse effect of the public announcement of the Business Combination on the reputation of Forge Nano and the ability of Forge Nano to obtain financing in the future in the event the Business Combination is not completed;

● the costs involved in connection with completing the Business Combination, the time and effort of Forge Nano management required to complete the Business Combination, the related disruptions or potential disruptions to Forge Nano’s business operations and future prospects, including its relationship with its employees, co-developers, licensors, and partners and others that do business or may do business in the future with Forge Nano, and related administrative challenges associated with combining the companies;

● the additional expenses and obligations to which Forge Nano’s business will be subject following the Business Combination that Forge Nano has not previously been subject to, and the operational changes to Forge Nano’s business, in each case that may result from being a public company;

● the fact that the representations and warranties in the Merger Agreement do not survive the Closing and the potential risk of liabilities that may arise post-Closing;

● the risk that the current ATII Public Shareholders can redeem their ATII Public Shares for cash in connection with the consummation of the Business Combination, thereby reducing the amount of cash available to Pubco following the consummation of the Business Combination;

● the possibility of litigation challenging the Business Combination;

● the restrictions on the operation of Forge Nano’s business between the execution of the Merger Agreement and Closing Pursuant to the interim operating covenants contained in the Merger Agreement;

● the restrictions on Forge Nano’s ability to enter into potential alternative transactions; and

● various other risks associated with the combined organization and the merger, including the risks described in the section entitled “Risk Factors” in this prospectus.

The foregoing information is not intended to be exhaustive but summarizes the material factors considered by the Forge Nano Board in its consideration of the Merger Agreement and the transactions contemplated thereby.

The Forge Nano Board concluded that the benefits, advantages and opportunities of the Potential Transaction outweighed the uncertainties and risks described above. After considering these and other factors, the Forge Nano Board approved the Merger Agreement, the Business Combination and the other transactions contemplated by the Merger Agreement.

This explanation of reasons for the Forge Nano Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and therefore subject to a number of risks and uncertainties and should be read in light of the factors discussed under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

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Certain Interests of Forge Nano’s Directors and Executive Officers

Forge Nano’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of holders of ATII Ordinary Shares generally. These interests include, among other things, the interests listed below:

Officer Compensation

Upon the completion of the Business Combination, the following persons are expected to be appointed executive officers of Pubco: Paul Lichty, Michael Kleinberg and Curtis Zimmermann. For a description of these arrangements see “Executive and Director Compensation of Forge Nano.”

In connection with the Business Combination, the Pubco Board will adopt a new non-employee director compensation policy to govern Pubco effective as of the Closing. It is anticipated that the new non-employee director compensation policy will provide for annual cash retainers and certain equity awards that will be granted following the Business Combination. Mr. Lichty, Mr. Kleinberg and Mr. Zimmermann will be subject to this policy.

Upon completion of the Business Combination, Mr. Lichty, a director on the Forge Nano Board, will serve as the Chair of the Pubco Board. In connection with such service, Mr. Lichty’s compensation will be determined by the independent members of the Pubco Board.

Merger Consideration

Certain of Forge Nano’s directors are holders of, and/or are affiliated with entities that are holders of, Forge Nano equity interests and in such capacity will be entitled to receive (i) the applicable pro rata portion of the Closing Payment Shares for any shares of Forge Nano Common Stock (including shares of Forge Nano Common Stock issued upon conversion of each series of Forge Nano Preferred Stock immediately prior to the First Effective Time) held by such holder at the First Effective Time and (ii) any Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although ATII will acquire all of the outstanding equity interests of Forge Nano in the Business Combination, ATII will be treated as the “acquired” company and Forge Nano will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Forge Nano issuing stock for the net assets of ATII, accompanied by a recapitalization. The net assets of ATII will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Forge Nano.

Forge Nano has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the No Additional Redemptions Scenario and the Maximum Redemptions Scenario:

● Forge Nano Stockholders will have the greatest voting interest in Pubco;

● Forge Nano Stockholders will have the ability to control decisions regarding election and removal of directors and officers of Pubco;

● Forge Nano will comprise the ongoing operations of Pubco; and

● Forge Nano’s existing senior management will be the senior management of Pubco.

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Ownership of Pubco after the Closing

Upon consummation of the Business Combination, the post-Closing share ownership of Pubco under (1) the No Additional Redemptions Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the Maximum Redemptions Scenario, excluding the dilutive effect of Pubco SPAC Warrants, Pubco Forge Nano Warrants, Pubco Ascent Warrants, Pubco Options, PIPE Warrants, Reset PIPE Warrants, Additional PIPE Warrants and Earn-Out Shares, would be as follows:

	Voting Interests in Pubco
	No Additional			25%			50%			75%			Maximum
	Redemptions(1)			Redemptions(2)			Redemptions(3)			Redemptions(4)			Redemptions(5)
	Shares	%		Shares	%		Shares	%		Shares	%		Shares	%
ATII Public Shareholders	23,000,000	15.3	%	17,250,000	11.9	%	11,500,000	8.3	%	5,750,000	4.3	%	—	0.0	%
Initial Shareholders(6)	3,290,000	2.2	%	3,290,000	2.3	%	3,290,000	2.4	%	3,290,000	2.5	%	3,290,000	2.6	%
Forge Nano Stockholders(7)	108,758,914	72.2	%	108,758,914	75.1	%	108,758,914	78.2	%	108,758,914	81.5	%	108,758,914	85.2	%
PIPE Investors (8)	15,600,000	10.3	%	15,600,000	10.7	%	15,600,000	11.1	%	15,600,000	11.7	%	15,600,000	12.2	%
Total	150,648,914	100.0	%	144,898,914	100.0	%	139,148,914	100.0	%	133,398,914	100.0	%	127,648,914	100.0	%

(1) Assumes that no ATII Public Shareholders exercise redemption rights with respect to their redeemable ATII Public Shares in exchange for a pro rata share of the funds in the Trust Account.

(2) Assumes that 25% of maximum redeemable ATII Public Shares, or 5,750,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $60.5 million from the funds in the Trust Account based on the Assumed Redemption Price.

(3) Assumes that 50% of maximum redeemable ATII Public Shares, or 11,500,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $121.0 million from the funds in the Trust Account based on the Assumed Redemption Price.

(4) Assumes that 75% of maximum redeemable ATII Public Shares, or 17,250,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $181.5 million from the funds in the Trust Account based on the Assumed Redemption Price.

(5) Assumes that 100% of maximum redeemable ATII Public Shares, or 23,000,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $242.0 million from the funds in the Trust Account based on the Assumed Redemption Price.

(6) Consists of (i) the 2,450,000 shares of Pubco Common Stock issued to the Sponsor and the Initial Shareholders in exchange for 2,450,000 Founder Shares (assuming that 3,300,000 shares of Pubco Common Stock issued in exchange for 3,300,000 Founder Shares are transferred by the Sponsor to the PIPE Investors upon the Closing pursuant to the Purchaser Support Agreement), (ii) the 530,000 ATII Private Shares held by the Sponsor and (iii) the 310,000 ATII Private Shares held by BTIG.

(7) Consists of (i) the 108,758,914 shares of Pubco Common Stock issuable in respect of 3,827,857 shares of Forge Nano Common Stock (including shares of Forge Nano Common Stock issued upon conversion of Forge Nano Preferred Stock immediately prior to the First Effective Time (including all outstanding shares of Forge Nano Series D Preferred Stock issued following December 31, 2025)) based on the Exchange Ratio. The Exchange Ratio is based the Forge Nano Common Stock, Forge Nano Preferred Stock and Forge Nano Common Stock underlying the Forge Nano Convertible Securities, in each case, outstanding as of , 2026, and does not reflect any issuances of Forge Nano Common Stock, Forge Nano Preferred Stock or Forge Nano Convertible Securities after such date.

(8) Consists of (i) the 10,000,000 PIPE Subscribed Shares acquired by the Initial PIPE Investor pursuant to the PIPE Subscription Agreement at a subscription price of $10.00 per share, (ii) the 3,300,000 Founder Shares transferred by the Sponsor to the PIPE Investors in connection with the PIPE Financing for no additional cash consideration pursuant to the Purchaser Support Agreement, and (iii) the 2,300,000 Additional PIPE Subscribed Shares to be acquired by the Additional PIPE Investors pursuant to the Additional PIPE Subscription Agreements at a subscription price of $10.00 per share. After giving effect to the transfer of the 3,000,000 Founder Shares from the Sponsor, the Initial PIPE Investor’s effective purchase price for shares of Pubco Common Stock received in connection with the PIPE Financing is approximately $7.69 per share, which is lower than the approximately $10.52 per share that ATII Public Shareholders would otherwise receive based on the Assumed Redemption Price.

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The following table illustrates varying ownership levels of Pubco immediately following the Business Combination on a fully diluted basis⁽¹⁾:

	Voting Interests in Pubco
	No			25%			50%			75%			Maximum
	Redemption			Redemptions			Redemptions			Redemptions			Redemptions
	Shares	%		Shares	%		Shares	%		Shares	%		Shares	%
ATII Public Shareholders(2)	34,500,000	11.7	%	28,750,000	10.0	%	23,000,000	8.1	%	17,250,000	6.2	%	11,500,000	4.2	%
Initial Shareholders(3)	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.4	%
Forge Nano Stockholders(4)	210,000,000	71.5	%	210,000,000	72.9	%	210,000,000	74.4	%	210,000,000	75.9	%	210,000,000	77.5	%
PIPE Investors (5)	45,600,000	15.5	%	45,600,000	15.8	%	45,600,000	16.2	%	45,600,000	16.6	%	45,600,000	16.9	%
Total	293,810,000	100.0	%	288,060,000	100.0	%	282,310,000	100.0	%	276,560,000	100.0	%	270,810,000	100.0	%

(1) This table makes the same assumptions as in the preceding ownership table, except that this table reflects certain dilutive issuances as described in the following footnotes. This table excludes any ATII Ordinary Shares issuable upon exercise of the Pubco Options.

(2) Includes the 11,500,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants issued in exchange for the ATII Public Warrants.

(3) Includes the 420,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants issued in exchange for the ATII Private Warrants.

(4) Includes (i) the 8,896,715 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants, consisting of (a) the 1,859,028 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 65,430 shares of Forge Nano Common Stock issuable upon exercise of Forge Nano OIC Penny Warrants at an exercise price of $0.01 per share, based on the Exchange Ratio, (b) the 6,692,560 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 235,550 shares of Forge Nano Common Stock issuable upon exercise of Forge Nano OIC Warrants at an exercise price of $      per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, (c) the 88,022 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 3,098 shares of Forge Nano Common Stock underlying the Forge Nano SVB Warrants at an exercise price of $       per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, and (d) the 257,105 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 9,049 shares of Forge Nano Common Stock underlying the Forge Nano SEP Warrants at an exercise price of $       per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, (ii) the 2,344,371 shares of Pubco Common Stock underlying the Pubco Ascent Warrants issued in exchange for the 82,512 shares of Forge Nano Common Stock underlying the Forge Nano Ascent Options, at an exercise price of $      per share as of immediately prior to the First Effective Time expiring on December 31, 2028, subject to extension to December 31, 2029 at the holder’s election, in which case the exercise price per share applicable to any exercise occurring between January 1, 2029 and December 31, 2029 will increase by 25%, from $     to $      per share, based on the Exchange Ratio and (iii) the 90,000,000 Earn-Out Shares to be distributed to the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Forge Nano Convertible Securities upon achievement of certain milestones during the Earn-Out Period pursuant to the Merger Agreement.

(5) Includes (i) the 15,000,000 shares of Pubco Common Stock underlying the PIPE Warrants, with an exercise price of $10.00 per share (subject to adjustments as described in this proxy statement/prospectus), (ii) the 5,000,000 shares of Pubco Common Stock underlying the Additional Warrants, with an exercise price of $10.00 per share (subject to adjustments as described in this proxy statement/prospectus) and (iii) the 10,000,000 shares of Pubco Common Stock underlying the Reset Warrants, with an initial exercise price equal to the PIPE Reset Price (subject to adjustments as described in this proxy statement/prospectus).

The table above excludes the dilutive impact of shares of Pubco Common Stock that will be available for issuance under Pubco’s incentive award plan immediately following completion of the Business Combination. Pubco Shareholders will experience additional dilution to the extent Pubco issues additional shares of Pubco Common Stock after the Closing.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public

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offering. Increasing levels of redemptions by holders of ATII Public Shares will increase the dilutive effect of these issuances on non-redeeming holders of the ATII Public Shares.

The securities to be issued to the Sponsor, the Initial Shareholders, the Insiders, the Forge Nano Stockholders and the PIPE Investors may result in a material dilution of the equity interests of non-redeeming ATII Public Shareholders.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 1 — The Business Combination Proposal — Ownership of Pubco After the Closing.”

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”. For more information, including the ownership percentages in the No Additional Redemptions Scenario and the effect of certain dilutive securities, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Ownership of Pubco After the Closing”.

The securities to be issued to the Sponsor, the Initial Shareholders, the Insiders, the Forge Nano Stockholders and the PIPE Investors may result in a material dilution of the equity interests of non-redeeming ATII Public Shareholders.

PIPE Financing

Concurrently with the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into the PIPE Subscription Agreement with the Initial PIPE Investor, pursuant to which, subject to the terms and conditions thereof, Pubco will, substantially concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 10,000,000 shares of Pubco Common Stock at a subscription price of $10.00 per share, together with PIPE Warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock, each with an exercise price of $10.00 per share (subject to adjustments as described below), to the Initial PIPE Investor for an aggregate commitment of $100,000,000. A copy of the PIPE Subscription Agreement is attached to this proxy statement/prospectus as Annex H and a copy of the PIPE Warrant Certificate is attached to this proxy statement/prospectus as Annex I.

In addition, concurrently with the execution of the Merger Agreement, ATII and Forge Nano entered into the Purchaser Support Agreement with the Sponsor, a copy of which is attached to this proxy statement/prospectus as Annex C. Pursuant to the Purchaser Support Agreement, the Sponsor will transfer an aggregate of 3,000,000 Founder Shares (or the 3,000,000 shares of Pubco Common Stock into which such Founder Shares are converted in the Domestication Merger) held by them to the Initial PIPE Investor at the Closing in connection with the PIPE Financing for no additional cash consideration.

The PIPE Subscription Agreement contains customary representations, warranties, covenants and agreements of Pubco, ATII, Forge Nano and the Initial PIPE Investor and are subject to customary closing conditions and termination rights. The PIPE Closing is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the PIPE Subscription Agreement (subject to certain bring-down standards).

Additionally, subsequent to the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into the Additional Subscription Agreements with the Additional PIPE Investors, pursuant to which and subject to the terms and conditions thereof, Pubco will, concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 2,300,000 shares of Pubco Common Stock to the Additional PIPE Investors at a subscription price of $10.00 per share, for an aggregate commitment of $23,000,000. The form of the Additional PIPE Subscription Agreements is attached to this proxy statement/prospectus as Annex J.

The Additional PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of Pubco, ATII, Forge Nano and the Additional PIPE Investors and are subject to customary closing conditions and termination rights. The Additional PIPE Closing is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the Additional PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the Additional PIPE Subscription Agreements (subject to certain bring-down standards).

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Material Effects of the Business Combination and the PIPE Subscription Agreements

The following material benefits and detriments from the Business Combination and PIPE Subscription Agreement are expected to affect (i) ATII and its affiliates, (ii) Sponsor and its affiliates, (iii) Forge Nano and its affiliates, and (iv) the Public Stockholders. This information is provided pursuant to Item 1605(c) of Regulation S-K, as promulgated under the Securities Act.

ATII and its affiliates.   For ATII, the Business Combination represents the opportunity to complete the purpose for which it was formed. The only potential detriment to ATII of the Business Combination is the opportunity cost-that by consummating the Business Combination, ATII is foregoing the opportunity to consummate a business combination transaction with another entity that theoretically could be of greater value to ATII than Forge Nano. However, the ATII Board considered the benefits of the transaction with Forge Nano and determined such transaction was the best transaction available to it at such time. The PIPE Subscription Agreement benefits Pubco by providing it with additional capital that could fund operations and growth following the Business Combination.

Sponsor and its affiliates. For Sponsor and its affiliates, the principal material benefit represented by the Business Combination is that unless the Business Combination (or another initial business combination transaction) is consummated by ATII prior to the Completion Window, the Sponsor will lose its entire $5,325,500 investment in ATII (including $25,000 paid for Founder Shares, as well as 530,000 ATII Private Shares and 265,000 ATII Private Warrants included in the 530,000 ATII Private Units purchased by Sponsor in a private placement concurrently with the IPO for an aggregate purchase price of $5,300,000).The PIPE Subscription Agreements benefit Pubco by providing it with additional capital that could fund operations and growth, and thereby potentially further increasing the value of the Sponsor’s Pubco holdings and the PIPE Investors’ Pubco holdings, including in the form of the PIPE Subscribed Shares, the PIPE Warrants, the Reset PIPE Warrants, as applicable, the Additional PIPE Warrants, and the Additional PIPE Subscribed Shares and their return on investment following the Business Combination. The potential detriment of the PIPE Subscription Agreement to Sponsor and its affiliates is that pursuant to the Purchaser Support Agreement, Sponsor has agreed to transfer 3,000,000 ATII Ordinary Shares to the Initial PIPE Investor to the extent the Initial PIPE Investor funds the PIPE Financing.

Forge Nano and its affiliates.   For Forge Nano and its affiliates, the Business Combination represents the opportunity to become a publicly traded company, with all the attendant benefits thereof including increased access to capital from the public markets. For Forge Nano’s affiliates, the tradability of their Pubco Common Stock is expected to make their holdings more liquid. The potential detriments to Forge Nano and its affiliates include the increased costs and difficulty of operating as a public company and the dilution of their ownership stake in Forge Nano’s business of between approximately        % (assuming no redemption of ATII Ordinary Shares by ATII Public Stockholders) and approximately         % (assuming maximum redemption of ATII Ordinary Shares by ATII Public Stockholders), from         % of Forge Nano prior to the Business Combination. The PIPE Subscription Agreement benefits Pubco by providing additional capital that could fund Pubco’s operations and growth following the Business Combination, and thereby increase the value of Forge Nano and its affiliates’ holdings and their return on investment in Forge Nano. The diluted ownership percentages referenced above include the dilution from the PIPE Subscription Agreement.

ATII Public Shareholders.   For the ATII Public Shareholders, the Business Combination represents the opportunity to share in the growth of a company such as Forge Nano that was chosen by the management of Forge Nano as an acquisition target in an initial business combination (which was ATII’s original purpose). Unlike the Sponsor, if an initial business combination is not consummated by ATII within the Completion Window, the ATII Public Shareholders would receive a pro rata portion of the Trust Account, equivalent to their initial investment plus interest. Like Sponsor and the Initial Shareholders, however, the ATII Warrants held by the ATII Public Shareholders would expire worthless if no business combination such as the Business Combination is completed by the Completion Window. The potential detriment of the PIPE Subscription Agreement to the Sponsor and its affiliates is that the shares of Pubco Common Stock that may be issued to the Initial PIPE Investor upon the conversion of the PIPE Warrants would dilute the ownership percentage of the Sponsor by between approximately         % (assuming no redemption of ATII Ordinary Shares by ATII Public Stockholders) and approximately         % (assuming maximum redemption of ATII Ordinary Shares by ATII Public Stockholders), not including any Pubco Common Stock that could be issued pursuant to the PIPE Subscription Agreement for the Reset PIPE Warrants or Additional PIPE Warrants. The potential detriment of the PIPE Subscription Agreements to the ATII Public Shareholders is that the shares of Pubco Common Stock issued to the PIPE Investors would dilute the ownership percentage of the ATII Public Shareholders. The PIPE Subscription Agreements benefit Pubco by providing it with additional capital that could fund Pubco’s operations and growth following the Business Combination, and thereby increase the value of Pubco and the ATII Public Shareholders’ holdings and their return on investment in ATII. The diluted ownership percentages referenced above include the dilution from the PIPE Subscription Agreements.

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The Merger Agreement

This subsection of this proxy statement/prospectus describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference in its entirety. You are urged to read the Merger Agreement in its entirety because it is the primary legal document that governs the Business Combination.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates set forth therein. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in part by the underlying disclosure letters (the “disclosure letters”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure letters contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Merger Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Merger Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about ATII, Forge Nano, Pubco, Merger Sub I, Merger Sub II or any other matter.

Structure of the Business Combination

On April 20, 2026, ATII, Pubco, Merger Sub I, Merger Sub II and Forge Nano entered into the Merger Agreement.

The Domestication Merger

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, ATII will re-domicile and become a Delaware corporation by merging with Pubco, following which the separate corporate existence of ATII will cease and Pubco will continue as the surviving corporation. At the Domestication Merger Effective Time, Pubco will adopt Delaware organizational documents, which will provide, among other things, that the name of Pubco will be changed to “Forge Nano Holdings Inc.”

Immediately prior to the Domestication Merger Effective Time, each then issued and outstanding ATII Unit will separate and convert automatically into one ATII Ordinary Share and one-half of one ATII Warrant, and all ATII Units will cease to be outstanding and will cease to exist. At the Domestication Merger Effective Time, each then issued and outstanding ATII Ordinary Share (which, for the avoidance of doubt, includes ATII Ordinary Shares held as a result of the separation of the ATII Units) will be cancelled in exchange for the right to receive one share of Pubco Common Stock and each ATII Warrant that is outstanding and unexercised shall convert automatically into one Pubco SPAC Warrant pursuant to the terms of the ATII Warrant Agreement.

For more information, please see the section of this proxy statement entitled “Proposal No. 2 – The Domestication Merger Proposal.”

The Company Mergers and Merger Consideration

First Company Merger

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, at least one day following the Domestication Merger Effective Time, Merger Sub I will merge with and into Forge Nano, with Forge Nano surviving as the Initial Surviving Corporation and as a result of which the holders of the issued and outstanding capital stock of Forge Nano will receive shares of Pubco Common Stock in exchange for the issued and outstanding capital stock of Forge Nano. As a result of the First Company Merger, Forge Nano will become a wholly-owned subsidiary of Pubco.

At the First Effective Time: (i) each share of each class of Forge Nano Preferred Stock that is issued and outstanding immediately prior to the First Effective Time shall be converted into shares of Forge Nano Common Stock pursuant to Forge Nano’s organizational documents as in effect immediately prior to the First Effective Time; (ii) each share of Forge Nano Common Stock that is issued and outstanding immediately prior to the First Effective Time (including shares of Forge Nano Common Stock issued upon conversion of

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the shares of Forge Nano Preferred Stock, but not including treasury shares which will be canceled immediately prior to the First Effective Time) will be cancelled and automatically converted into the right to receive, without interest, the Applicable Per Share Merger Consideration; (iii) each Forge Nano Warrant that is issued and outstanding and unexpired immediately prior to the First Effective Time will be assumed by Pubco and become a corresponding Pubco Forge Nano Warrant, subject to the same terms and conditions (including vesting and exercisability) as were applicable to the corresponding Forge Nano Warrant immediately prior to the First Effective Time; and (iv) each Forge Nano Ascent Option that is issued and outstanding and unexpired immediately prior to the First Effective Time will be cancelled and converted into one Pubco Ascent Warrant pursuant to the Pubco Ascent Warrant Agreement, substantially in the form attached to the Merger Agreement.

At the First Effective Time, each Forge Nano Option that is issued and outstanding and unexpired immediately prior to the First Effective Time will be converted into one Pubco Option on substantially the same terms and conditions, including with respect to vesting and termination-related provisions (as applicable, except that such Pubco Options will relate to the number of whole shares of Pubco Common Stock (rounded down to the nearest whole share) equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Forge Nano Common Stock subject to such Forge Nano Option immediately prior to the First Effective Time and (b) the quotient of (1) the Applicable Per Share Merger Consideration divided by (ii) the Equity Award Conversion Amount (as defined in the Merger Agreement), with an exercise price per Pubco Option (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per Forge Nano Option by (ii) the Equity Award Conversion Amount).

Earn-Out

Pursuant to the terms of the Merger Agreement, and subject to the terms and conditions set forth therein, the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any, will be entitled to receive a proportional amount of up to an aggregate of 90,000,000 Earn-Out Shares, issuable upon achievement of certain milestones during the Earn-Out Period. The Earn-Out Shares will be issued at or prior to the Closing to the Escrow Agent and will be disbursed therefrom upon achievement of the applicable milestones as follows:

● 30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP (as defined in the Merger Agreement) of Pubco Common Stock equals or exceeds $15.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $400,000,000;

● 30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP of Pubco Common Stock equals or exceeds $20.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $600,000,000; and

● 30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP of Pubco Common Stock equals or exceeds $25.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $800,000,000.

The milestones applicable to the Earn-Out Shares operate on a cumulative basis, such that if a higher milestone is achieved, the lower milestones are deemed achieved as well and the Earn-Out Shares attributable to such achieved milestone and each lower milestone will be disbursed. The Earn-Out Shares attributable to holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any, pursuant to the Merger Agreement will only be disbursed by the Escrow Agent if an applicable milestone is achieved upon the exercise, conversion or settlement thereof in accordance with their terms.

Second Company Merger

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, immediately following the First Effective Time, the Initial Surviving Corporation will merge with and into Merger Sub II, with Merger Sub II surviving as the Surviving Company and Pubco acquiring one membership interest in the Surviving Company and such membership interest will constitute the only outstanding equity of the Surviving Company.

For more information, please see the section of this proxy statement entitled “Proposal No. 1 – The Business Combination Proposal – Merger Consideration.”

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Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties, which shall not survive the Closing. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. “Material Adverse Effect” as used in the Merger Agreement means with respect to any specified person, any fact, event, occurrence, development, circumstance, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, (a) a material adverse effect upon the business, assets and Liabilities (considered together), results of operations or condition (financial or otherwise) of such party and its subsidiaries, taken as a whole, or (b) would prevent, materially delay or materially impede the ability of such party or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Merger Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder, in each case by the Outside Date, in the case of the foregoing clause (a) subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement.

Conduct Prior to Closing; Covenants

Each of Forge Nano and ATII has agreed to, and to cause its subsidiaries to, operate their respective businesses in the ordinary course of business consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of certain other parties, in each case, subject to certain exceptions and qualifications. The covenants do not survive the Closing (other than those that are to be performed after the Closing).

The Merger Agreement also contains, among other things, covenants providing for:

● each party providing access to their books and records and providing information relating to their respective businesses to the other party, its legal counsel and representatives;

● Forge Nano delivering the financial statements required by ATII to make applicable filings with the SEC;

● ATII timely filing all of its public filings with the SEC and otherwise complying in all material respects with applicable securities laws and using its commercially reasonable efforts prior to the Closing to maintain the listing of ATII Units, ATII Ordinary Shares and ATII Warrants on Nasdaq;

● each party not soliciting, initiating, encouraging or continuing discussions with any third party with respect to any transaction other than the transactions contemplated or permitted by the Merger Agreement; and

● ATII and Forge Nano jointly preparing and ATII causing Pubco to file with the SEC a registration statement on Form S-4 (the “Form S-4”) registering the Pubco Common Stock to be issued under the Merger Agreement as the Merger Consideration and in connection with the Reincorporation, which will also contain a proxy statement of ATII for the purpose of soliciting proxies from ATII’s shareholders for approval of certain matters related to the transactions contemplated by the Merger Agreement.

Conditions to Closing

General Conditions

Consummation of the Business Combination is subject to customary closing conditions for similar transactions involving special purpose acquisition companies, including, among other things, (i) ATII and Forge Nano receiving approval from their respective stockholders to the transactions; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of injunctions or other legal restraints preventing or prohibiting the consummation of the Business Combination, (iv) the SEC having declared the Form S-4 effective and (v) the Pubco Common Stock having been approved for listing on Nasdaq. The Business Combination is expected to close as early as the third quarter of 2026.

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Forge Nano’s Conditions to Closing

The obligations of Forge Nano to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above, are conditions upon each of the following, among other things:

● ATII complying with all of its obligations under the Merger Agreement in all material respects;

● the representations and warranties of ATII being true on and as of the Closing, other than as would not reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement); and

● there having been no occurrence of a Material Adverse Effect with respect to ATII that is continuing and uncured.

ATII’s Conditions to Closing

The obligations of ATII, Pubco, Merger Sub I and Merger Sub II to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things:

● the representations and warranties of Forge Nano being true on and as of the Closing, other than as would not reasonably be expected to have a Material Adverse Effect;

● Forge Nano complying with all of the obligations under the Merger Agreement in all material respects; and

● there having been no occurrence of a Material Adverse Effect with respect to Forge Nano that is continuing and uncured.

Termination

The Merger Agreement may be terminated and/or the Business Combination may be abandoned at any time prior to Closing as follows:

● by mutual written consent of ATII and Forge Nano;

● by written notice by either ATII or Forge Nano, if any of the conditions to the Closing set forth in the Merger Agreement have not been satisfied or waived by the Outside Date, unless a breach or violation by such party or their respective affiliates of any representation, warranty, covenant or obligation under the Merger Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;

● by written notice by either ATII or Forge Nano, if a Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination, and such Order or other action has become final and non-appealable, unless the failure by such party or their respective affiliates to comply with any provision of the Merger Agreement was the substantial cause of, or substantially resulted in, such action by such Governmental Authority;

● by written notice by Forge Nano to ATII, if (i) there has been a material breach by ATII or any of its subsidiaries of any of their respective representations, warranties, covenants or agreements under the Merger Agreement, or if any representation or warranty of ATII or any of its subsidiaries has become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Sections 7.2(a) or 7.2(b) of the Merger Agreement to be satisfied (treating the Closing Date for such purposes as the date of the Merger Agreement, or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earliest of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to ATII or (B) the Outside Date, unless, at such time, Forge Nano is in material uncured breach of the Merger Agreement;

● by written notice by ATII to Forge Nano, if (i) there has been a material breach by Forge Nano of any of its representations, warranties, covenants or agreements under the Merger Agreement, or if any representation or warranty of the Company will have become untrue or inaccurate, in any case, which would result in a failure of a condition set in Sections 7.3(a) and 7.3(b)

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of the Merger Agreement to be satisfied (treating the Closing Date for such purposes as the date of the Merger Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to Forge Nano or (B) the Outside Date, unless, at such time, ATII is in material uncured breach of the Merger Agreement;

● by written notice by ATII to Forge Nano, if there is a Material Adverse Effect on Forge Nano and its subsidiaries, taken as a whole, following the date of the Merger Agreement which is uncured for at least ten (10) business days after written notice of such Material Adverse Effect is provided by ATII to Forge Nano;

● by written notice by either ATII or Forge Nano to the other, if the Purchaser Extraordinary General Meeting was held (including any adjournment or postponement thereof) and has concluded, ATII’s shareholders have duly voted, and the Required Purchaser Shareholder Approval was not obtained;

● by written notice by ATII to Forge Nano, if Forge Nano failed to deliver the Written Consent to ATII within two (2) business days of the date of the Merger Agreement;

● by ATII if (i) all of the conditions set forth in Sections 7.1 and 7.2 of the Merger Agreement have been satisfied or waived (other than conditions that by their terms or nature are to be satisfied at Closing), (ii) ATII has irrevocably confirmed by written notice to Forge Nano that all of the conditions set forth in Section 7.3 of the Merger Agreement have been satisfied (other than conditions that by their terms or nature are to be satisfied at the Closing) or that it is willing to waive any such unsatisfied conditions and that ATII is ready, willing and able to consummate the Closing and (iii) Forge Nano fails to consummate the Business Combination within ten (10) business days after such notice; or

● by Forge Nano if (i) all of the conditions set forth in Sections 7.1 and 7.3 of the Merger Agreement have been satisfied or waived (other than conditions that by their terms or nature are to be satisfied at the Closing), (ii) Forge Nano has irrevocably confirmed by written notice to ATII that all of the conditions set forth in Section 7.2 of the Merger Agreement have been satisfied (other than conditions that by their terms or nature are to be satisfied at the Closing) or that it is willing to waive any such unsatisfied conditions and that Forge Nano is ready, willing and able to consummate the Closing and (iii) ATII fails to consummate the Business Combination within ten (10) business days after such notice.

Specific Enforcement

The parties have agreed that irreparable damage would occur in the event that any of the provisions of the Merger Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor.

The parties have further agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of equitable relief, to prevent breaches of the Merger Agreement and to enforce specifically the performance of the terms and provisions of the Merger Agreement without the necessity of proving the inadequacy of money damages as a remedy (and each party has waived any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which such party is entitled at law or in equity.

The parties have further agreed not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties has agreed that the right of specific enforcement is an integral part of the Merger Agreement and the transactions contemplated thereby, including the Business Combination, and that without such right, none of the parties would have entered into the Merger Agreement.

Expenses

Except as otherwise provided in the Merger Agreement, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby, including the Business Combination, shall be paid by the party incurring such fees or expenses, whether or not the Business Combination is consummated during the Completion Window.

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Amendments and Waivers

At any time prior to the Closing, the parties may (1) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained in the Merger Agreement or in any other document delivered pursuant to the Merger Agreement or (2) waive compliance by the other party with any of the agreements or conditions contained in the Merger Agreement (treating ATII, Pubco, Merger Sub I and Merger Sub II as one party for this purpose). Notwithstanding the foregoing, after the receipt of the approval of the holders of Forge Nano Stock of the Business Combination by delivery of the Forge Nano Written Consent within two business days following the execution of the Merger Agreement, if any such amendment or waiver shall, by applicable law or in accordance with the rules and regulations of Nasdaq, require further approval of the holders of Forge Nano Stock, the effectiveness of such amendment or waiver shall be subject to the approval of the holders of Forge Nano Stock as set forth in the Current Forge Nano Charter.

Governing Law

The Merger Agreement is governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Governance

The current executive officers of Forge Nano are expected to serve as the executive officers of Pubco following the Closing. Pursuant to the Merger Agreement, upon the Closing, the Pubco Board is expected to consist of seven (7) members, with the Sponsor having the right to designate one independent director and Forge Nano having the right to designate six (6) directors, in each case, subject to applicable law or the relevant listing rules. At least a majority of the directors on the Pubco Board are required to qualify as independent directors under Nasdaq rules, as applicable. Pursuant to the Proposed Organizational Documents, upon the Closing, the Pubco Board will be a classified board with three classes of directors, with (1) one class of directors, the Class I Directors, initially serving until the first (1st) annual meeting of the holders of Pubco Common Stock occurring after the Closing, such term effective from the Closing Date (but any subsequent Class I Directors will be elected to serve a three- (3-) year term), (2) one class of directors, the Class II Directors, initially serving until the second (2nd) annual meeting of the holders of Pubco Common Stock occurring after the Closing, such term effective from the Closing Date (but any subsequent Class II Directors will be elected to serve a three- (3-) year term), and (3) one class of directors, the Class III Directors, initially serving until the third (3rd) annual meeting of the holders of shares of Pubco Common Stock occurring after the Closing, such term effective from the Closing Date (and any subsequent Class III Directors will be elected to serve a three- (3-) year term). The director designated by the Sponsor shall be a Class I Director.

Timeframes for Filing and Closing

The Domestication Merger shall take place no later than the first (1^st) business day after all Closing conditions to the Merger Agreement have been satisfied or waived, or at such other date as the parties may agree. The Company Mergers shall take place on the business day after the Domestication Merger Effective Time and in no event later than the second (2^nd) business day after all the Closing conditions to the Merger Agreement have been satisfied or waived, or at such later date as the parties may agree.

The Merger Agreement is filed as Annex A to this proxy statement/prospectus and the foregoing description thereof is qualified in its entirety by reference to the full text of the Merger Agreement and the terms of which are incorporated by reference herein. The filing of the Merger Agreement herewith provides investors with information regarding its terms and is not intended to provide any other factual information about the parties. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement were made as of the execution date of the Merger Agreement only and are qualified by information in confidential disclosure schedules provided by the parties to each other in connection with the signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies, and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations, warranties and covenants in the Merger Agreement may have been used for the purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations, warranties and covenants in the Merger Agreement as characterizations of the actual statements of fact about the parties.

Additional Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete

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text of each of the Purchaser Support Agreement, a copy of which is attached to this proxy statement/prospectus at Annex C, the Lock-Up Agreement, a copy of which is attached to this proxy statement/prospectus as Annex D, the A&R Registration Rights Agreement, a copy of which is attached to this proxy statement/prospectus as Annex E, the Pubco Ascent Warrant Agreement, a copy of which is attached to this proxy statement/prospectus as Annex F, the PIPE Subscription Agreement, a copy of which is attached to this proxy statement/prospectus as Annex H, and the PIPE Warrant Certificate, a copy of which is attached to this proxy statement/prospectus as Annex I (collectively, the “Additional Agreements”). The full text of the Additional Agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Holders of ATII Ordinary Shares and other interested parties are urged to read such additional agreements in their entirety prior to voting on the proposals presented at the extraordinary general meeting.

Purchaser Support Agreement

Concurrently with the execution and delivery of the Merger Agreement, the Sponsor, ATII and Forge Nano entered into the Purchaser Support Agreement, pursuant to which the Sponsor agreed to, among other things:

● vote all of the ATII Ordinary Shares underlying the 5,750,000 Founder Shares held by the Sponsor, which includes among its members the Insiders, and the Initial Shareholders as of the Record Date in favor of the adoptions of each of the proposals described in this proxy statement/prospectus;

● vote all of the ATII Ordinary Shares underlying the 530,000 ATII Private Shares held by the Sponsor, which includes among its members the Insiders, as of the Record Date in favor of the adoptions of each of the proposals described in this proxy statement/prospectus;

● vote against any alternative transaction or any proposal relating to an alternative transaction (in each case, other than the proposals described in this proxy statement/prospectus);

● vote against any merger agreement or merger, consolidation, combination (other than the Merger Agreement and the transactions contemplated thereby), sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by ATII;

● vote against any change in the business, management or board of directors of ATII (other than in connection with the proposals described in this proxy statement/prospectus or pursuant to the Merger Agreement or the agreements and instruments contemplated thereby or otherwise related to the transactions contemplated therein);

● vote against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Purchaser Support Agreement, the Merger Agreement or the transactions contemplated thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of ATII under the Merger Agreement, (C) result in any of the closing conditions set forth in the Merger Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in the Purchaser Support Agreement or ATII in the Merger Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any ATII Ordinary Shares;

● not redeem, sell or tender, during the term of the Purchaser Support Agreement, any ATII Ordinary Shares owned by the Sponsor, which includes among its members the Insiders, and the Initial Shareholders in connection with the Business Combination and

● not transfer any ATII Ordinary Shares held by the Sponsor, which includes among its members the Insiders, and the Initial Shareholders in accordance with the lock-up provisions set forth in ATII’s final prospectus filed with the SEC on February 11, 2025 and the Insider Letter.

Pursuant to the Purchaser Support Agreement, and subject to the terms and conditions set forth therein, the Sponsor also agreed to contribute up to 3,300,000 Founder Shares to secure one or more financing transactions in connection with the Business Combination. To the extent the parties to the PIPE Subscription Agreement (as described below) fund any Financing Transaction of at least $100,000,000, the Sponsor will transfer to the Initial PIPE Investor 3,000,000 Founder Shares (including any shares of Pubco Common Stock issued in exchange for Founder Shares in the Domestication Merger) to secure such Financing Transaction; and the

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remaining 300,000 Founder Shares (including any shares of Pubco Common Stock issued in exchange for Founder Shares in the Domestication Merger) will only be transferred to investors to secure other Financing Transactions to the extent such Financing Transactions are funded by such other investors. Any such Founder Shares not used to secure Financing Transactions will be retained by the Sponsor.

The Purchaser Support Agreement is filed as Annex C to this proxy statement/prospectus, and the foregoing summary thereof is qualified in its entirety by reference to the full text of the Purchaser Support Agreement and the terms of which are incorporated by reference herein.

Lock-Up Agreement

Prior to Closing, ATII and Forge Nano expect to enter into a Lock-Up Agreement with each Forge Nano Lock-Up Holder, who are expected to collectively own approximately 53.15% of Pubco Common Stock at Closing assuming the No Additional Redemptions Scenario, or approximately 63.03% of Pubco Common Stock assuming the Maximum Redemptions Scenario. Pursuant to the Lock-Up Agreement, each Forge Nano Lock-Up Holder will agree that each such holder will not, during the Lock-Up Period (as defined below), directly or indirectly sell, exchange, assign, transfer (including by merger, conversion or operation of law), gift or otherwise dispose, any of the Lock-Up Shares, whether or not any transaction is to be settled by delivery of Lock-Up Shares or such other securities, in cash or otherwise, or make a public announcement of any intention to effect such a transfer. As used herein, “Lock-Up Period” means the period commencing on the closing date of the Business Combination and ending on the earlier of: (i) six months after the Closing; and (ii) the date on which the last reported sale price of the Pubco Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30 trading day period after the Closing.

The Lock-Up Agreement is filed as Annex D to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Lock-Up Agreement and the terms of which are incorporated by reference herein.

Additionally, pursuant to the Insider Letter, the Sponsor and each Insider agreed to restrictions on transfer following the Closing Date with respect to Founder Shares, including a lock-up, subject to certain exceptions, in each case ending on the earlier of (a) six months following the Closing Date and (b) the date the last reported sale price of shares of Pubco Common Stock equals or exceeds $12.00 per share (subject to adjustment) for any twenty trading days within any thirty trading day period after the Closing Date.

A&R Registration Rights Agreement

At the Closing, the Sponsor, ATII, and the Significant Forge Nano Holders (collectively, the “Subject Parties”) will each enter into the A&R Registration Rights Agreement with Pubco, pursuant to which, among other things, the Sponsor, ATII and the Significant Forge Nano Holders will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of Pubco that they will hold following the Closing.

Pursuant to the A&R Registration Rights Agreement, among other things, Pubco will be obligated to file a registration statement on Form S-1 with the SEC as soon as practicable but no later than 30 calendar days following the Closing to register the resale of certain securities of Pubco held by the Subject Parties, and to use its commercially reasonable efforts to have such registration statement declared effective by the SEC as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days after its filing (or 90 calendar days after its filing if the SEC notifies Pubco that it will “review” such registration statement) and (ii) five business days after Pubco is notified by the SEC that such registration statement will not be “reviewed” or will not be subject to further review, subject to customary liquidated damages in the event Pubco is unable to meet the filing deadline.

The A&R Registration Rights Agreement will also provide the Subject Parties with “piggy-back” registration rights, subject to certain requirements and customary conditions. All expenses of registration under the A&R Registration Rights Agreement, including the legal fees of one firm of counsel chosen by stockholders participating in a registration, will be paid by the Company.

The registration rights granted in the A&R Registration Rights Agreement are subject to customary restrictions including blackout periods and, if a registration is underwritten, limitations on the number of shares to be included in the underwritten offering as reasonably advised by the managing underwriter or underwriters. The A&R Registration Rights Agreement also contains customary indemnification and contribution provisions.

We estimate that holders of an aggregate of [          ] shares of Pubco Common Stock (excluding any Earn-Out Shares) and [        ] Pubco Warrants, consisting of [         ] Pubco Warrants will be entitled to registration rights immediately following the Closing,

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representing approximately [    ]% of the total issued and outstanding shares of Pubco Common Stock (plus shares of Pubco Common Stock underlying issued and outstanding and unexpired Pubco Warrants and PIPE Warrants and approximately [    ]% of the total issued and outstanding Pubco Warrants following the Business Combination.

The A&R Registration Rights Agreement is filed as Annex E to this proxy statement/prospectus, and the foregoing summary thereof is qualified in its entirety by reference to the full text of the A&R Registration Rights Agreement and the terms of which are incorporated by reference herein.

PIPE Financing

In connection with the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into the PIPE Subscription Agreement with the Initial PIPE Investor, pursuant to which Pubco will, substantially concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 10,000,000 shares of Pubco Common Stock and warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock to the Initial PIPE Investor, each with an exercise price of $10.00 (subject to adjustments as described below) for an aggregate purchase price of $100,000,000. Pursuant to the Purchaser Support Agreement, Sponsor has agreed to transfer 3,000,000 Founder Shares to the Initial PIPE Investor to the extent the Initial PIPE Investor funds the PIPE Financing.

The PIPE Subscription Agreement contains customary representations, warranties, covenants and agreements of Pubco, ATII, Forge Nano and the Initial PIPE Investor and are subject to customary closing conditions and termination rights. The PIPE Closing is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the PIPE Subscription Agreement (subject to certain bring-down standards).

Additionally, subsequent to the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into the Additional Subscription Agreements with the Additional PIPE Investors, pursuant to which and subject to the terms and conditions thereof, Pubco will, concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 2,300,000 shares of Pubco Common Stock to the Additional PIPE Investors at a subscription price of $10.00 per share, for an aggregate commitment of $23,000,000.

The Additional PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of Pubco, ATII, Forge Nano and the Additional PIPE Investors and are subject to customary closing conditions and termination rights. The Additional PIPE Closing is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the Additional PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the Additional PIPE Subscription Agreements (subject to certain bring-down standards).

PIPE Subscription Agreement

The PIPE Subscription Agreement contains representations, warranties and covenants of ATII, Forge Nano and the Initial PIPE Investor that are customary for agreements of their nature. In addition, the PIPE Subscription Agreement contains the following provisions:

● If, on the 24-month anniversary of the Closing Date, the Initial PIPE Investor certifies in writing that it beneficially owns 5,000,000 shares of Pubco Common Stock, Pubco will issue to the Initial PIPE Investor the Additional PIPE Warrants entitling the Initial PIPE Investor to purchase 5,000,000 shares of Pubco Common Stock (after giving effect to any reclassification, recapitalization, share division or consolidation, exchange or readjustment or change in the number of Pubco Common Stock that may have occurred during the period from the Closing Date to and including the date of issuance of the Additional PIPE Warrants).

● In the event that on the 21^st trading day following the six-month anniversary of the Closing Date, the VWAP (as defined in the Warrant Certificate) of the Pubco Common Stock is less than the Exercise Price (as defined in the Warrant Certificate) then in effect, the Initial PIPE Investor will receive the Reset PIPE Warrants.

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● The Additional PIPE Warrants and the Reset PIPE Warrants will contain substantially the same terms and conditions (including as to expiration date) as the PIPE Warrants, except that, (i) in the case of the Additional PIPE Warrants, if the exercise price of the PIPE Warrants has been adjusted to the Measurement Price (as defined below), the initial exercise price of the Additional PIPE Warrants shall be the same as the exercise price of the PIPE Warrants after giving effect to such adjustment, and (ii) in the case of the Reset PIPE Warrants, the initial exercise price will be the Reset Price.

● At the Initial PIPE Investor’s election, the number of shares of Pubco Common Stock originally subscribed for may be reduced on a one-for-one basis by up to the aggregate number of (i) ordinary shares of ATII purchased by the Initial PIPE Investor for their own account pursuant to open-market transactions with third parties prior to the record date for the ATII shareholder meeting at which the Business Combination will be considered, and (ii) ordinary shares of ATII the Initial PIPE Investor beneficially owns as of the date of the PIPE Subscription Agreement, in each case, that are held through the Closing Date.

● ATII has agreed that on or prior to the Closing Date, and no later than 30 days thereafter, Pubco will endeavor to file with the SEC (at its sole cost and expense) the PIPE Registration Statement registering the resale of the Registrable Securities (as defined in the PIPE Subscription Agreement), and will use its commercially reasonable efforts to have such PIPE Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days after its filing (or 90 calendar days after its filing if the SEC notifies Pubco that it will “review” such PIPE Registration Statement) and (ii) five business days after Pubco is notified by the SEC that such PIPE Registration Statement will not be “reviewed” or will not be subject to further review, subject to customary liquidated damages in the event Pubco is unable to meet the filing deadline. Pubco will cause such Registration Statement, or another shelf registration statement registering the Registrable Securities, to remain effective until the earliest of: (i) the second anniversary of the effectiveness date of the Registration Statement; (ii) the date on which the Initial PIPE Investor ceases to hold any Registrable Securities issued pursuant to the PIPE Subscription Agreement; or (iii) the first date on which the Initial PIPE Investor is able to sell all of its Registrable Securities issued pursuant to the PIPE Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities Act without volume or manner of sale limitations.

● From the date of the PIPE Subscription Agreement until six months from the effective date of the PIPE Registration Statement, Pubco will not, without the prior written consent of the Initial PIPE Investor who purchased at least a majority of the PIPE Subscribed Shares under the PIPE Subscription Agreements, issue, enter into any agreement to issue or announce the issuance of any shares of Pubco Common Stock or any securities of Pubco that would entitle the holder thereof to acquire at any time shares of Pubco Common Stock other than an Exempt Issuance.

The PIPE Subscription Agreement is filed as Annex H to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the PIPE Subscription Agreement and the terms of which are incorporated by reference herein.

PIPE Warrants

The PIPE Warrants are exercisable for Pubco Common Stock at any time after the date of their issuance and expire five years after the date of their issuance. The exercise price per PIPE Warrant is $10.00, subject to adjustment as set forth in the Warrant Certificate and described below. The PIPE Warrants may be exercised on a cashless “net issuance” basis.

The PIPE Warrants are subject to a beneficial ownership limitation, at the election of the holder. If the election is made, Pubco will not effect any exercise of the PIPE Warrants, and a holder will not have the right to exercise any portion of the PIPE Warrants, to the extent that after giving effect to such issuance after exercise the holder (together with the holder’s affiliates, and anyone acting as a group together with the holder or any of the holder’s affiliates would beneficially own in excess of 4.9%, 9.9%, 19.9% (or such other amount as the holder may specify) of Pubco Common Stock.

The exercise price of the PIPE Warrants is subject to adjustment if Pubco (i) subdivides or combines (including by way of a reverse share split) the outstanding Pubco Common Stock, (ii) issues by reclassification of Pubco Common Stock into any capital shares of Pubco, (iii) issues any Pubco Common Stock credited as fully paid to shareholders by way of capitalization of profits or reserves, (iv) issues or sells pro rata to the record holders of Pubco Common Stock any rights, options or warrants entitling them to subscribe for or purchase Pubco Common Stock, or (v) declares or makes any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Pubco Common Stock, by way of return of capital or otherwise.

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The exercise price of the PIPE Warrants also is subject to a one-time adjustment based on the subsequent market price. If, on the 21^st trading day following the six-month anniversary of the Closing Date, the Measurement Price is less than the exercise price then in effect, then the Exercise Price then in effect shall be reduced to an amount equal to the greater of (i) the Measurement Price and (ii) (x) $7.28, if Forge Nano has secured at least $200 million in debt financing as of the Closing Date and (y) otherwise, $5.00.

In addition, the exercise price of the PIPE Warrants is subject to adjustment for subsequent equity issuances. If and whenever during the period commencing on the date of the PIPE Subscription Agreement and ending on the expiration date of the PIPE Warrants, Pubco issues or sells, or is deemed to have issued or sold, any Pubco Common Stock (subject to certain exceptions) for proceeds per share of Pubco Common Stock less than the exercise price then in effect (where the aggregate amount of proceeds received by Pubco, together with all prior issuances and sales (excluding any Exempt Issuance) conducted for the purpose of raising capital by Pubco on or after the date of the PIPE Subscription Agreements, exceeds $500,000), then immediately after such issuance, the exercise price then in effect shall be reduced to the amount of such proceeds per share of Pubco Common Stock. If there is any adjustment to the exercise price of the PIPE Warrants, the number of shares of Pubco Common Stock that may be purchased upon exercise of the PIPE Warrant shall also be increased or decreased proportionately so that after such adjustment the aggregate exercise price payable for the adjusted number of shares of Pubco Common Stock shall be the same as the aggregate exercise price in effect immediately prior to such adjustment.

At any time commencing on the two-year anniversary of the Closing Date, the PIPE Warrants may be redeemed, in whole or in part, at the Company’s option at the price of $0.01 per PIPE Warrant, provided that the closing price of the Pubco Common Stock equals or exceeds $35.00 per share (subject to adjustment in accordance with Section 3(a) of the Warrant Certificate), on each of twenty (20) trading days within any thirty (30) trading day period.

If a Fundamental Transaction (as defined in the Warrant Certificate) occurs, then, upon any subsequent exercise of a PIPE Warrant, the Initial PIPE Investor will have the right to receive, for each share of Pubco Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Initial PIPE Investor (without regard to the beneficial ownership limitation), the number of shares of the successor or acquiring corporation or of Pubco, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of Pubco Common Stock for which such PIPE Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to the beneficial ownership limitation).

In connection with a Fundamental Transaction in which less than 70% of the consideration is payable in publicly listed common equity, the Initial PIPE Investor has the option to require Pubco (or any successor entity) to repurchase its warrants for their Black Scholes Value (as defined in the Warrant Certificate) in cash.

The Warrant Certificate is filed as Annex I to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Warrant Certificate and the terms of which are incorporated by reference herein.

Additional PIPE Subscription Agreements

The Additional PIPE Subscription Agreements contain representations, warranties and covenants of ATII, Forge Nano and the PIPE Investors that are customary for agreements of their nature. In addition, the Additional PIPE Subscription Agreements contain the following provisions:

● Pubco has agreed that within thirty (30) days of the Closing Date, Pubco will file (at its sole cost and expense) with the SEC a registration statement on Form S-3 or Form S-1 or any similar or successor long form registration statement (the “Additional PIPE Registration Statement”) (which may, for the avoidance of doubt, be the same registration statement as the PIPE Registration Statement) registering the resale of the Registrable Securities (as defined in the Additional Subscription Agreements), and will use its commercially reasonable efforts to have such Additional PIPE Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days following the Closing Date (or ninety (90) calendar days following the Closing Date if the SEC notifies Pubco that it will “review” such Additional PIPE Registration Statement) and (ii) five (5) business days after Pubco is notified by the SEC that such Additional PIPE Registration Statement will not be “reviewed” or will not be subject to further review, subject to customary exceptions. Pursuant to the Additional PIPE Subscription Agreements, Pubco will cause such Additional PIPE Registration Statement to remain effective until the earliest of: (i) such time as when all of each Additional PIPE Investor’s securities included therein cease to be Registrable Securities, (ii) such time as when all of such Additional PIPE Investor’s Registrable Securities included in such Additional PIPE Registration Statement have actually been sold and (iii) three (3) years from the Closing Date.

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● The Subscription Agreements also provide that if, during the twelve (12)-month period following the Closing Date, Pubco issues shares of Pubco Common Stock (other than certain Exempt Issuances (as defined in the Additional Subscription Agreements) which include, among other exemptions, issuances to certain specified investors in an aggregate amount up to $60,000,000, on terms that, in each Additional PIPE Investor’s good faith determination, are more favorable in any material respect than those provided to such Additional PIPE Investor in the Additional PIPE Financing (such terms, the “Additional PIPE Financing Terms”), then Pubco shall be obligated to adjust the Additional PIPE Financing Terms so that the Additional PIPE Financing Terms are no less favorable than the terms of such subsequent issuance(s).

The form of the Additional PIPE Subscription Agreements is filed as Annex J to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Additional PIPE Subscription Agreement and the terms of which are incorporated by reference herein.

Regulatory Matters

Neither ATII nor Forge Nano are aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the regulatory notices and approvals discussed in “Proposal No. 1 – The Business Combination Proposal — Merger Agreement — Closing Conditions — Conditions to the Obligations of Each Party”. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Vote Required for Approval

The approval of the Business Combination Proposal requires an Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming presence of a quorum).

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter.

The Business Combination Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the Condition Precedent Proposals is not approved, the Business Combination Proposal will have no effect, even if approved by holders of ATII Ordinary Shares.

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 of the 29,590,000 issued and outstanding ATII Ordinary Shares as if the Record Date. As a result, 8,205,001 additional votes of holders of ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Business Combination Proposal.

Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, at the extraordinary general meeting and will attend the extraordinary general meeting, we would need the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, to establish a quorum to hold the extraordinary general meeting in connection with the Proposed Transaction.

Resolution to be Voted Upon

The full text of the resolution to be considered and if thought fit, passed and approved by the holders of ATII Ordinary Shares in connection with the Business Combination Proposal is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, that ATII’s entry into the Agreement and Plan of Merger, dated as of April 20, 2026, by and among ATII, ATII Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of ATII (“Pubco”), ATII Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ATII (“Merger Sub I”), ATII Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of ATII (“Merger Sub

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II”), and Forge Nano, Inc., a Delaware corporation (“Forge Nano”) (as may be amended and/or restated from time to time, the “Merger Agreement”) (a copy of which is attached to the proxy statement/prospectus as Annex A), pursuant to which, in accordance with the terms and subject to the conditions of the Merger Agreement, among other things, (i) ATII will merge with and into Pubco (the “Domestication Merger”), with Pubco continuing as the surviving corporation in the Domestication Merger pursuant to the Companies Act (as revised) of the Cayman Islands (the “Companies Act”) and the Delaware General Corporation Law (as amended, the “DGCL”), (ii) at least one day following the effective time of the Domestication Merger, Merger Sub I will merge with and into Forge Nano (the “First Company Merger”), with Forge Nano continuing as the surviving corporation in the First Company Merger and a wholly-owned subsidiary of Pubco (the “Initial Surviving Corporation”) in accordance with the DGCL, and (iii) immediately following the effective time of the First Company Merger (the “First Effective Time”), the Initial Surviving Corporation will merge with and into Merger Sub II (the “Second Company Merger”, and together with the First Company Merger, the “Company Mergers”), with Merger Sub II continuing as the surviving company in the Second Company Merger and a wholly-owned subsidiary of Pubco (the “Surviving Company”) in accordance with the DGCL and the Delaware Limited Liability Company Act, as amended, be hereby authorized, approved, ratified and confirmed in all respects.”

Recommendation of the ATII Board

THE ATII BOARD UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF ATII ORDINARY SHARES VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

The ATII Board, after considering the factors more fully described in the enclosed proxy statement/prospectus, has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Business Combination, are fair to and in the best interests of ATII and the holders of ATII Ordinary Shares, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the execution, delivery and performance of the Merger Agreement, (iii) directed that the adoption of the Merger Agreement be submitted to a vote of the holders of ATII Ordinary Shares at the extraordinary general meeting and (iv) resolved to recommend the adoption of the Merger Agreement and the approval of the Business Combination Proposal by the holders of ATII Ordinary Shares at the extraordinary general meeting.

There may be actual or potential material conflicts of interests between or among (1) the Sponsor and its affiliates, promoters or representatives, ATII’s officers and directors, Forge Nano’s officers and directors and (2) the unaffiliated security holders of ATII. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Conflicts of Interest”. Forge Nano’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of the holders of ATII Ordinary Shares generally.

The existence of financial and personal interests of one or more of ATII’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of himself, herself or themselves in determining to recommend that holders of ATII Ordinary Shares vote for the proposals. In addition, the Sponsor and ATII’s officers have interests in the Business Combination that may conflict with your interests as a holder of ATII Ordinary Shares. See “Proposal No. 1 — The Business Combination Proposal — Certain Interests of ATII’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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proposal no. 2 – THE DOMESTICATION MERGER PROPOSAL

Overview

As discussed in this proxy statement/prospectus, if the Business Combination Proposal is approved, then ATII is proposing to change its corporate structure and redomicile from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware. This change will be implemented by effecting the Domestication Merger, pursuant to which ATII will merge with and into Pubco, with Pubco continuing as the surviving corporation in the State of Delaware.

The Domestication Merger and the Domestication Merger Consideration

Pursuant to the Merger Agreement and in accordance with applicable law, immediately prior to the Domestication Merger Effective Time, each then issued and outstanding ATII Unit will separate and convert automatically into one ATII Ordinary Share and one-half of one ATII Warrant, and all ATII Units will cease to be outstanding and will cease to exist. At the Domestication Merger Effective Time, each then issued and outstanding ATII Ordinary Share (which, for the avoidance of doubt, includes ATII Ordinary Shares held as a result of the separation of the ATII Units) will be cancelled in exchange for the right to receive one share of Pubco Common Stock. All ATII Ordinary Shares (other than any ATII Public Shares subject to Redemption or any ATII Ordinary Shares or other classes of shares of ATII that are owned by ATII as treasury shares immediately prior to the Domestication Merger Effective Time, which will be cancelled and will cease to exist without any conversion thereof or payment or other consideration therefore) will no longer be issued and outstanding and will be cancelled and cease to exist, and each holder of such ATII Ordinary Shares will thereafter cease to have any rights with respect to such ATII Ordinary Shares, except for the right to receive the one (1) share of Pubco Common Stock for each then issued and outstanding ATII Ordinary Share held as of immediately prior to the Domestication Merger Effective Time.

At the Domestication Merger Effective Time, each ATII Warrant that is outstanding and unexercised will convert automatically into one Pubco SPAC Warrant pursuant to the terms of the ATII Warrant Agreement.

At the Domestication Merger Effective Time, each ATII Public Share subject to Redemption that is issued and outstanding immediately prior to the Domestication Merger Effective Time will automatically be cancelled and cease to exist and will thereafter represent only the right of the holder thereof to be paid a pro rata share of the aggregate amount on deposit in the Trust Account in accordance with the Current Charter.

Proposed Charter and Proposed Bylaws

At the Domestication Merger Effective Time, the Proposed Charter and the Proposed Bylaws will govern the rights of holders of shares of Pubco Common Stock in Pubco.

A chart comparing your rights as a holder of ATII Ordinary Shares under the Companies Act with your rights as a holder of the shares of Pubco Common Stock under the DGCL can be found in “Comparison of Corporate Governance and Shareholder Rights.”

Comparison of Shareholder Rights under the Applicable Organizational Documents Before and After the Domestication Merger

At the Domestication Merger Effective Time, the certificate of incorporation and bylaws of Pubco, each as in effect immediately prior to the Domestication Merger Effective Time, will be amended and restated in the form attached as Annex B-1 and Annex B-2, respectively, and as so amended will be the certificate of incorporation and bylaws of Pubco, until thereafter supplemented or amended in accordance with the terms therein and the applicable provisions of the DGCL (with such changes as may be agreed in writing by ATII and Forge Nano), including providing that the name of Pubco will be amended to be “Forge Nano Holdings Inc.”

Commencing with the Domestication Merger Effective Time, certain rights of shareholders will be governed by the Proposed Organizational Documents rather than the Current Charter (which will cease to be effective) and certain rights of shareholders and the scope of the powers of the Pubco Board and management will be altered as a result. For a summary of the material differences among the rights of holders of Pubco Common Stock and holders of ATII Ordinary Shares, see the section titled “Comparison of Corporate Governance and Shareholder Rights.” You should also read the Proposed Charter, substantially in the form attached to this proxy statement/prospectus as Annex B-1, and the Proposed Bylaws, substantially in the form attached to this proxy statement/prospectus as Annex B-2, carefully and in their entirety.

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Comparison of Shareholder Rights under Applicable Corporate Law Before and After the Domestication Merger

At the Domestication Merger Effective Time, the rights of the shareholders will be governed by Delaware law, including the DGCL, rather than by the laws of the Cayman Islands, including the Companies Act. Certain differences exist between the DGCL and the Companies Act that will alter certain of the rights of shareholders and affect the powers of the Pubco Board and management following the Domestication Merger Effective Time.

Holders of ATII Ordinary Shares should consider the summary comparison of Cayman Islands corporate law, on the one hand, and the DGCL, on the other. This comparison is not intended to be complete and is qualified in its entirety by reference to the Companies Act and the DGCL. For a summary of the material differences among the rights of holders of Pubco Common Stock under the DGCL and holders of ATII Ordinary Shares under the Companies Act, see the section titled “Comparison of Corporate Governance and Shareholder Rights.”

Reasons for the Domestication Merger

The ATII Board believes that it would be in the best interests of ATII and the holders of ATII Ordinary Shares to effect the Domestication Merger. Further, the ATII Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits holders of shares of Pubco Common Stock following the Domestication Merger Effective Time, who will be the owners of the Pubco. In addition, because Pubco will operate within the United States following the Business Combination, it was the view of the ATII Board that Pubco should be structured as a corporation organized in the State of Delaware.

The ATII Board believes that there are several reasons why a reincorporation in State of Delaware is in the best interests of ATII and the holders of ATII Ordinary Shares. These additional reasons can be summarized as follows:

● Prominence, Predictability and Flexibility of Delaware Law. For many years, the State of Delaware has followed a policy of encouraging incorporation in the State of Delaware and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen the State of Delaware initially as a state of incorporation or have subsequently changed corporate domicile to the State of Delaware. Because of the State of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in State of Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as Pubco’s.

● Well-Established Principles of Corporate Governance. There is substantial judicial precedent in the courts of the State of Delaware as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a company’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of case law in the courts of the State of Delaware provides clarity and predictability to many areas of corporate law. ATII believes such clarity would be advantageous to Pubco following the Domestication Merger Effective Time and would enable the Pubco Board and Pubco’s management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions under applicable law. Further, investors and securities professionals are generally more familiar with corporations incorporated in the State of Delaware, and the laws governing such corporations, increasing their level of comfort with corporations incorporated in the State of Delaware relative to other jurisdictions. The courts of the State of Delaware have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing corporate law in the State of Delaware and establishing public policies with respect to corporate legal affairs. Moreover, the vast body of law in the State of Delaware on the fiduciary duties of directors of corporations provides appropriate protection for holders of shares of Pubco Common Stock from possible abuses by the Pubco Board or Pubco’s officers.

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● Increased Ability to Attract and Retain Qualified Directors. Reincorporation from the Cayman Islands to the State of Delaware is generally attractive to directors, officers, and stockholders alike. Pubco’s incorporation in the State of Delaware may make Pubco more attractive to future candidates for the Pubco Board, because many such candidates are already familiar with corporate law in the State of Delaware from their past business experiences. To date, ATII has not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with the laws of the State of Delaware — especially those relating to director indemnification (as discussed below) — draw such qualified candidates to corporations incorporated in the State of Delaware. The ATII Board therefore believes that providing the benefits afforded directors by the laws of the State of Delaware will enable Pubco to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, the vast body of law in the State of Delaware on the fiduciary duties of directors provides appropriate protection for holders of shares of Pubco Common Stock from possible abuses by the Pubco Board or Pubco’s officers.

The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations generally in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both the Companies Act and the DGCL permit a corporation to include a provision in its governing documents to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, the ATII Board believes that, in general, the DGCL is more developed and provides more guidance than the Companies Act on matters regarding a corporation’s ability to limit director liability. As a result, the ATII Board believes that the corporate environment afforded by the laws of the State of Delaware will enable Pubco to compete more effectively with other public companies in attracting and retaining new directors and officers.

Reasons for the Name Change

The ATII Board believes that it would be in the best interests of ATII and the holders of ATII Ordinary Shares in connection with the Domestication Merger to change the corporate name of Pubco, as the surviving company in the Domestication Merger, to “Forge Nano Holdings Inc.” in order to more accurately reflect the business purpose and activities of Pubco following the Business Combination.

Regulatory Approvals; Third Party Consents

ATII is not required to make any filings or to obtain any approvals or clearances from any antitrust regulatory authorities in the United States or other countries in order to complete the Domestication Merger. However, the ATII Board has conditioned its approval of the Merger Agreement and the Business Combination on the completion of the Domestication Merger at least one day prior to the First Effective Time. The Business Combination will require the approvals as described under “Proposal No. 1 – The Business Combination Proposal.” ATII must comply with applicable United States federal and state securities laws in connection with the Domestication Merger, including the filing with Nasdaq of a press release disclosing the Domestication Merger, among other things.

The Domestication Merger will not breach any covenants or agreements binding upon ATII and will not be subject to any additional federal or state regulatory requirements, except compliance with the Companies Act and DGCL necessary to effect the Domestication Merger.

Tax Consequences to Holders of ATII Ordinary Shares Who Receive Pubco Common Stock as a Result of the Domestication Merger

If the Condition Precedent Proposals described in this proxy statement/prospectus are approved, then holders of ATII Ordinary Shares who do not elect to exercise Redemption Rights will receive Pubco Common Stock as a result of the Domestication Merger. For a description of the material U.S. federal income tax consequences of the Domestication Merger, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the Domestication Merger as a Reorganization.”

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Manner of Effecting the Domestication Merger and the Legal Effect of the Domestication Merger

Cayman Islands Law

If the Domestication Merger Proposal is approved, ATII and Pubco, at least one day prior to the First Effective Time, will execute and file a Plan of Merger, appended to the accompanying proxy statement/prospectus as Exhibit 3.4 (and any other documents required by the Companies Act) with the Cayman Registrar pursuant to Sections 233 and 237 of the Companies Act and such other filings or recordings in accordance with the Companies Act in connection with the consummation of the Domestication Merger.

Upon the Domestication Merger Effective Time, Pubco, as the surviving corporation pursuant to the Domestication Merger, will no longer be subject to the provisions of the Companies Act.

Delaware Law

If the Domestication Merger Proposal is approved, ATII and Pubco, at least one day prior to the First Effective Time, will file a certificate of merger with the Secretary of State of the State of Delaware and such other filings or recordings in accordance with the relevant provisions of the DGCL in connection with the consummation of the Domestication Merger.

Upon the Domestication Merger Effective Time, among other things, all the rights, property of every description, included choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of Pubco and ATII will vest in Pubco as the surviving corporation pursuant to the Domestication Merger, and Pubco shall be liable for and subject in the same manner as Pubco and ATII to all mortgages, charges or security interests and all contracts, obligations, claims, debts and liabilities of Pubco and ATII in accordance with the Companies Act and the DGCL.

Accounting Treatment of the Domestication Merger

The Domestication Merger is being proposed solely for the purpose of changing the legal domicile of Pubco, as the surviving corporation pursuant to the Domestication Merger. There will be no accounting effect or change in carrying amounts of the assets and liabilities of Pubco as a result of the Domestication Merger. The business, capitalization, assets and liabilities and financial statements of Pubco immediately following the Domestication Merger Effective Time will be the same as the business, capitalization, assets and liabilities and financial statements of Pubco and ATII immediately prior to the Domestication Merger Effective Time.

Vote Required for Approval

The approval of the Domestication Merger Proposal requires a Special Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of not less than two-thirds of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming the presence of a quorum) and for which notice specifying the intention to propose the relevant resolution as a Special Resolution of the holders of ATII Ordinary Shares has been duly given.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter.

The Domestication Merger Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the Condition Precedent Proposals is not approved, the Domestication Merger Proposal will have no effect, even if approved by holders of ATII Ordinary Shares.

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date. As a result, 13,136,667 additional votes of holders of ATII Public Shares, or approximately 57.12% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Special Resolution of the holders of ATII Ordinary Shares, the Domestication Merger Proposal.

Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary

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Shares as of the Record Date, at the extraordinary general meeting and will attend the extraordinary general meeting, we would need the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, to establish a quorum to hold the extraordinary general meeting in connection with the Proposed Transaction.

Resolution to be Voted Upon

The full text of the resolution to be considered and if thought fit, passed and approved by the holders of ATII Ordinary Shares in connection with the Domestication Merger Proposal is as follows:

“RESOLVED, as a Special Resolution of the holders of ATII Ordinary Shares, subject to the approval of the Business Combination Proposal, among other things: (i) at least one (1) day prior to the First Effective Time, that ATII shall consummate the Domestication Merger by executing and filing a Plan of Merger, appended to the accompanying proxy statement/prospectus as Exhibit 3.4 (the “Plan of Merger”) (and any other documents required by the Companies Act) with the Registrar of Companies in the Cayman Islands (the “Cayman Registrar”) pursuant to Sections 233 and 237 of the Companies Act, filing a certificate of merger with the Secretary of State of the State of Delaware and making such other filings or recordings, in each case, in accordance with the Companies Act and the relevant provisions of the DGCL, in connection with the Domestication Merger (the time when the Plan of Merger is registered by the Cayman Registrar and when the certificate of merger is filed with the Secretary of State of the State of Delaware, or such later time as may be specified in the Plan of Merger and certificate of merger, being the “Domestication Merger Effective Time”), (ii) upon the Domestication Merger Effective Time, the certificate of incorporation and bylaws of Pubco, each as in effect immediately prior to the Domestication Merger Effective Time, be amended and restated in the form appended to the accompanying proxy statement/prospectus as Annex B-1 (the “Proposed Charter”) and Annex B-2 (the “Proposed Bylaws”), respectively, and as so amended, be the certificate of incorporation and bylaws of Pubco, until thereafter supplemented or amended in accordance with the terms therein and the applicable provisions of the DGCL (with such changes as may be agreed in writing by ATII and Forge Nano), including providing that the name of Pubco will be amended to be “Forge Nano Holdings, Inc.” and (iii) that any one director of ATII (each, an “ATII Director”) on behalf of ATII and, with the authorization of any ATII Director, any of ATII’s officers on behalf of ATII, be authorized to execute and submit, or cause the submission of, the Plan of Merger, together with any supporting documentation, for registration to the Cayman Registrar and filing a certificate of merger with the Secretary of State of the State of Delaware and making such other filings or recordings, in each case, in accordance with the Companies Act and the relevant provisions of the DGCL, in connection with the Domestication Merger, in each case, be hereby authorized, approved, ratified and confirmed in all respects.”

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Recommendation of the ATII Board

THE ATII BOARD UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF ATII ORDINARY SHARES VOTE “FOR” THE APPROVAL OF THE DOMESTICATION MERGER PROPOSAL.

The ATII Board, after considering the factors more fully described in the enclosed proxy statement/prospectus, has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Business Combination, are fair to and in the best interests of ATII and the holders of ATII Ordinary Shares, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the execution, delivery and performance of the Merger Agreement, (iii) directed that the adoption of the Merger Agreement be submitted to a vote of the holders of ATII Ordinary Shares at the extraordinary general meeting and (iv) resolved to recommend the adoption of the Merger Agreement and the approval of the Domestication Merger Proposal by the holders of ATII Ordinary Shares at the extraordinary general meeting.

There may be actual or potential material conflicts of interests between or among (1) the Sponsor and its affiliates, promoters or representatives, ATII’s officers and directors, Forge Nano’s officers and directors and (2) the unaffiliated security holders of ATII. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Conflicts of Interest”. Forge Nano’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of the holders of ATII Ordinary Shares generally.

The existence of financial and personal interests of one or more of ATII’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of himself, herself or themselves in determining to recommend that holders of ATII Ordinary Shares vote for the proposals. In addition, the Sponsor and ATII’s officers have interests in the Business Combination that may conflict with your interests as a holder of ATII Ordinary Shares. See “Proposal No. 1 — The Business Combination Proposal — Certain Interests of ATII’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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Proposal No. 3 — THE Director election PROPOSAL

Election of Directors

Pursuant to the Merger Agreement, the ATII Board has agreed to take all necessary action, including causing the members of the ATII Board to resign, so that effective at the Closing, the entire Pubco Board will consist of seven (7) individuals, six (6) individuals to be designated by Forge Nano and one (1) individual to be designated by the Sponsor, provided that the size of the Pubco Board may be increased from time to time up to a maximum of nine (9) directors as determined by the Pubco Board in good faith to comply with applicable law or the relevant Nasdaq listing rules.

ATII is proposing the approval, by Ordinary Resolution of the holders of ATII Ordinary Shares, of the election of the following individuals, who will take office immediately following the Closing:

1. Paul Lichty

2. Michael Danner

3. David Goggins

4. Millicent Pitts-DiCicco

5. Jimmy Smith

6. Kamal Bherwani

7. Ben Landen

In addition, ATII is proposing that Paul Lichty be designated as Chair of the Pubco Board. Each of Ben Landen, Michael Danner, Millicent Pitts-DiCicco, Jimmy Smith, and David Goggins are expected to qualify as an independent director under Nasdaq listing standards. There are no family relationships among any members of the Pubco Board and current officers of ATII or Forge Nano.

For more information on the experience of each of these director nominees, see the section entitled “Management of Pubco Following the Business Combination” in this proxy statement/prospectus.

Staggered Board

Upon the Closing, the Pubco Board will be classified into three classes, with each Class I director having a term that expires at the first (1^st) annual meeting of holders of Pubco Common Stock to be held following the date of Closing, each Class II director having a term that expires at the second (2^nd) annual meeting of holders of Pubco Common Stock to be held following the date of Closing, and each Class III director having a term that expires at the third (3^rd) annual meeting of the holders of Pubco Common Stock to be held following the date of Closing, or in each case until their respective successor is duly elected and qualified, subject to such director’s earlier death, disqualification, resignation, or removal. At each annual meeting of holders of Pubco Common Stock, commencing with the first (1^st) regularly-scheduled annual meeting of the holders of Pubco Common Stock, each of the successors elected to replace the directors of a class of director whose term will have expired at such annual meeting will be elected to hold office until the third (3^rd) annual meeting next succeeding his or her election and until his or her respective successor will have been duly elected and qualified, subject to such director’s earlier death, disqualification, resignation, or removal.

Removal of Directors from Pubco Board

Subject to other provisions in the Proposed Organizational Documents, any director or the entire Pubco Board may be removed, only for cause, by the affirmative vote of at least two-thirds the outstanding shares of capital stock of Pubco then entitled to vote generally in the election of directors, voting together as a single class.

Vacancies occurring on the Pubco Board for any reason and newly created directorships resulting from an increase in the authorized number of directors following the Closing may be filled only by vote of a majority of the then-remaining directors of the Pubco Board, although less than a quorum, or by a sole remaining director of the Pubco Board, and not by the holders of shares of

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Pubco Common Stock. Any person so elected by the remaining director(s) of the Pubco Board to fill a vacancy or newly created directorship will hold such office until the next election of the class for which such director will have been chosen and until his or her successor will be duly elected and qualified, subject to such director’s earlier death, disqualification, resignation, or removal.

Information about Pubco Board Director Nominees

The ATII Board knows of no reason why any of the nominees will be unavailable or decline to serve as a director on the Pubco Board at the Closing. The information presented below is as of the date of this proxy statement/prospectus and is based in part on information furnished by the nominees and in part from ATII’s and Forge Nano’s records.

At the Closing of the Business Combination, in accordance with the terms of the Merger Agreement and assuming the election of the nominees set forth in this section, the members of Pubco Board will be as follows:

Name	Position	Designating Party
Paul Lichty	Chief Executive Officer, Chair of the Board of Directors and Director Nominee	Forge Nano
Michael Danner	Director Nominee	Forge Nano
David Goggins	Director Nominee	Forge Nano
Millicent Pitts-DiCicco	Director Nominee	Forge Nano
Jimmy Smith	Director Nominee	Forge Nano
Kamal Bherwani	Director Nominee	Forge Nano
Ben Landen	Director Nominee	Sponsor

Information regarding each nominee is set forth in the section to this proxy statement/prospectus entitled “Management of Pubco Following the Business Combination.”

Other than in connection with the Merger Agreement as discussed below in the section entitled “Management of Pubco Following the Business Combination”, there is no arrangement or understanding between the persons described above and any other person pursuant to which the person was selected to his or her office or position.

For more information about the anticipated directors of the Pubco Board and anticipated officers of Pubco following the Closing, see the sections to this proxy statement/prospectus entitled “Management of Pubco Following the Business Combination – Officers, Directors and Key Employees”; and for more information about the ATII Directors and executive officers of ATII prior to the Closing, see the section of this proxy statement/prospectus entitled “Information about ATII – Directors and Executive Officers.”

Vote Required for Approval

The approval of the Director Election Proposal requires an Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by the holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming presence of a quorum).

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter.

The Director Election Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the Condition Precedent Proposals is not approved, the Director Election Proposal will have no effect, even if approved by holders of ATII Ordinary Shares.

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date. As a result, 8,205,001 additional votes of holders of ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Director Election Proposal.

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Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, at the extraordinary general meeting and will attend the extraordinary general meeting, we would need the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, to establish a quorum to hold the extraordinary general meeting in connection with the Proposed Transaction.

Resolution to be Voted Upon

The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, that the six (6) persons listed below be elected to a staggered board, who, upon consummation of the Business Combination, will comprise the board of directors of Pubco in accordance with the terms of the Merger Agreement, the Companies Act, the DGCL and the DLLCA, be, in each case, hereby authorized, approved, ratified and confirmed in all respects:

1. Paul Lichty

2. Michael Danner

3. David Goggins

4. Millicent Pitts-DiCicco

5. Jimmy Smith

6. Kamal Bherwani

7. Ben Landen.”

Recommendation of the ATII Board

THE ATII BOARD UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF ATII ORDINARY SHARES VOTE “FOR” THE APPROVAL OF THE DIRECTOR ELECTION PROPOSAL.

The existence of financial and personal interests of one or more of ATII’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of himself, herself or themselves in determining to recommend that holders of ATII Ordinary Shares vote for the proposals. In addition, the Sponsor and ATII’s officers have interests in the Business Combination that may conflict with your interests as a holder of ATII Ordinary Shares. See “Proposal No. 1 — The Business Combination Proposal — Certain Interests of ATII’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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proposal no. 4 — THE STOCK ISSUANCE PROPOSAL

Overview

Although Pubco Securities are not currently traded on Nasdaq, we have elected for Pubco to comply with all otherwise applicable Nasdaq rules upon the Domestication Merger Effective Time.

Pursuant to Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if, due to the present or potential issuance of common stock, including shares issued pursuant to an earnout provision or similar type of provision, or securities convertible into or exercisable for common stock, other than a public offering for cash and have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities.

Additionally, under Nasdaq Listing Rule 5635(b), shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the registrant. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the number of shares of common stock outstanding before the issuance of common stock, or of securities convertible into or exercisable for common stock, or 20% of the voting power outstanding before the issuance of common stock or of securities convertible into or exercisable for common stock, could constitute a “change of control” of the issuer.

Under Nasdaq Listing Rule 5635(d), shareholder approval is required for any transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lesser of (i) the official Nasdaq closing price of the common stock as of immediately preceding the signing of the binding agreement for sale, issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock) or (ii) the average official Nasdaq closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement for the sale, issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock) if the number of shares of common stock (or securities convertible into or exercisable for common stock) to be sold, issued or potential issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the sale, issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock), or 20% or more of the voting power outstanding before the sale, issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock).

Why ATII Needs Approval of Holders of ATII Ordinary Shares

Issuance of Pubco Common Stock Pursuant to the Merger Agreement

Pursuant to the Merger Agreement, (i) at the Domestication Merger Effective Time, Pubco expects to issue approximately 29,590,000 shares of Pubco Common Stock to the holders of ATII Ordinary Shares as of immediately prior to the Domestication Merger Effective Time and (ii) at the First Effective Time, Pubco expects to issue approximately 120,000,000 shares of Pubco Common Stock as Merger Consideration to the Forge Nano Stockholders who received Closing Payment Shares and the holders of Pubco Convertible Securities issuable issued in exchange for Forge Nano Convertible Securities at the First Effective Time and up to 90,000,000 Earn-Out Shares, to be issued to an escrow account at Closing and will only be disbursed therefrom during the Earn-Out Period upon satisfaction of the applicable milestone in accordance with the Merger Agreement.

At the Closing, Pubco expects to adopt and approve the 2026 Equity Plan, which will provide for awards for a number of shares of Pubco Common Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption).

Prior to the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, Forge Nano expects to consummate the sale and issuance of a number of additional shares of Series D Preferred Stock with an aggregate purchase price equal to $60,000,000.

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Issuance of Pubco Common Stock Pursuant to the PIPE Financing and Additional PIPE Financing

Pursuant to the PIPE Subscription Agreement, Pubco has agreed to issue and sell, in a private placement to close immediately prior to and substantially concurrently with the Closing, an aggregate of 10,000,000 shares of Pubco Common Stock, together with PIPE Warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock at an exercise price of $10.00 per share (subject to adjustment as described in this proxy statement/prospectus), for an aggregate commitment of $100,000,000. Pursuant to the Purchaser Support Agreement, the Sponsor will transfer at the Closing (which transfer may be indirectly through forfeiture or reissuance) to the Initial PIPE Investor an aggregate of 3,000,000 shares of Pubco Common Stock issued to the Sponsor in exchange for 3,000,000 of the 5,750,000 Founder Shares in the Domestication Merger. The effective purchase price of the shares of Pubco Common Stock purchased by the Sponsor pursuant to the PIPE Subscription Agreement after taking into account such transfer from the Sponsor to the Initial PIPE Investor is approximately $7.69 per share.

The PIPE Subscription Agreement contains customary representations, warranties, covenants and agreements of Pubco, ATII, Forge Nano and the Initial PIPE Investor and are subject to customary closing conditions and termination rights. The PIPE Closing is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the PIPE Subscription Agreement (subject to certain bring-down standards).

Additionally, subsequent to the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into the Additional Subscription Agreements with the Additional PIPE Investors, pursuant to which and subject to the terms and conditions thereof, Pubco will, concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 2,300,000 shares of Pubco Common Stock to the Additional PIPE Investors at a subscription price of $10.00 per share, for an aggregate commitment of $23,000,000.

The Additional PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of Pubco, ATII, Forge Nano and the Additional PIPE Investors and are subject to customary closing conditions and termination rights. The Additional PIPE Closing is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the Additional PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the Additional PIPE Subscription Agreements (subject to certain bring-down standards).

Applicability of Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d)

ATII is seeking the approval of the holders of ATII Ordinary Shares for the issuance of shares of Pubco Common Stock in connection with the Business Combination for the following reasons: (i) the aggregate number of shares of Pubco Common Stock that Pubco will issue in connection with the Business Combination will exceed 20% of both the voting power and the shares of Pubco Common Stock outstanding before such issuance under Nasdaq Listing Rules 5635(a) and 5635(d) and (ii) this issuance of shares of Pubco Common Stock may result in a change of control of the registrant under Nasdaq Listing Rule 5635(b).

Vote Required for Approval

The approval of the Stock Issuance Proposal requires an Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by the holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming presence of a quorum).

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter.

The Stock Issuance Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the Condition Precedent Proposals is not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of ATII Ordinary Shares.

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The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date. As a result, 8,205,001 additional votes of holders of ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Stock Issuance Proposal.

Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, at the extraordinary general meeting and will attend the extraordinary general meeting, we would need the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, to establish a quorum to hold the extraordinary general meeting in connection with the Proposed Transaction.

Resolution to be Voted Upon

The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, that, for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of up to [    ] shares of Pubco Common Stock as set forth below and pursuant to the Merger Agreement, the Pubco Forge Nano Warrant Agreements, the Pubco Ascent Warrant Agreement, the PIPE Subscription Agreement, the PIPE Warrant Certificate, the Additional PIPE Subscription Agreements and the 2026 Equity Plan, as applicable, be hereby authorized, approved, ratified and confirmed in all respects:

1. Pursuant to the Merger Agreement, at the Domestication Merger Effective Time, Pubco expects to issue 29,590,000 shares of Pubco Common Stock to the holders of ATII Ordinary Shares as of immediately prior to the Domestication Merger Effective Time;

2. Pursuant to the Merger Agreement, at the First Effective Time, Pubco expects to issue an aggregate of 120,000,000 shares of Pubco Common Stock to the Forge Nano Stockholders who received Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any;

3. Pursuant to the Merger Agreement, on the Closing Date, Pubco expects to issue an aggregate of 90,000,000 Earn-Out Shares to the Escrow Account to the Forge Nano Stockholders who received Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities, if any;

4. Pursuant to the PIPE Subscription Agreements, in a private placement to close concurrently with the Closing, Pubco expects to issue 10,000,000 PIPE Subscribed Shares to the Initial PIPE Investor and 2,300,000 Additional PIPE Subscribed Shares to the Additional PIPE Investors.

5. Pursuant to the 2026 Equity Plan, Pubco expects to reserve an aggregate of [           ] shares of Pubco Common Stock for issuance of equity or equity-based awards to be granted thereunder.

Recommendation of the ATII Board

THE ATII BOARD UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF ATII ORDINARY SHARES VOTE “FOR” THE APPROVAL OF THE STOCK ISSUANCE PROPOSAL.

The existence of financial and personal interests of one or more of ATII’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of himself, herself or themselves in determining to recommend that holders of ATII Ordinary Shares vote for the proposals. In addition, the Sponsor and ATII’s officers have interests in the Business Combination that may conflict with your interests as a holder of ATII Ordinary Shares. See “Proposal No. 1 — The Business Combination Proposal — Certain Interests of the Sponsor and ATII’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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Proposal No. 5 — THE ORGANIZATIONAL DOCUMENTS PROPOSAL

If the Domestication Merger Proposal is approved and the Domestication Merger is consummated, ATII will ask the holders of ATII Ordinary Shares to consider and vote upon a proposal to approve, by Special Resolution of the holders of ATII Ordinary Shares, the Proposed Charter, a copy of which is included as Annex B-1, and the Proposed Bylaws, a copy of which is included as Annex B-2, in each case, upon the Domestication Merger Effective Time.

See the section titled “Comparison of Corporate Governance and Shareholder Rights” for a summary of the principal proposed changes and the differences between the Current Charter and the Proposed Organizational Documents, which is qualified by reference to the complete text of the Current Charter, the Proposed Charter and the Proposed Bylaws. All holders of ATII Ordinary Shares and other interested parties are encouraged to read each of the Proposed Organizational Documents in their entirety for a more complete description of their respective terms.

The Organizational Documents Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if any of the Condition Precedent Proposals is not approved, the Organizational Documents Proposal will have no effect, even if approved by holders of ATII Ordinary Shares.

Reasons for the Amendments to the Current Charter

The Proposed Organizational Documents were negotiated as part of the Business Combination and in the judgment of the ATII Board, the proposed changes to the Current Charter are necessary to be reflected in the Proposed Charter and Proposed Bylaws, as applicable, and advisable to facilitate the Business Combination and the needs of Pubco following the Closing.

Vote Required for Approval

The approval of the Organizational Documents Proposal requires a Special Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a majority of not less than two-thirds of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming the presence of a quorum) and for which notice specifying the intention to propose the relevant resolution as a Special Resolution of the holders of ATII Ordinary Shares has been duly given.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter.

The Organizational Documents Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the Condition Precedent Proposals is not approved, the Domestication Merger Proposal will have no effect, even if approved by holders of ATII Ordinary Shares.

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date. As a result, 13,136,667 additional votes of holders of ATII Public Shares, or approximately 57.12% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Special Resolution of the holders of ATII Ordinary Shares, the Organizational Documents Proposal.

Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, at the extraordinary general meeting and will attend the extraordinary general meeting, we would need the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, to establish a quorum to hold the extraordinary general meeting in connection with the Proposed Transaction.

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Resolution to be Voted Upon

The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a Special Resolution of the holders of ATII Ordinary Shares, that the amended and restated memorandum and articles of association of ATII in effect as of immediately prior to the Domestication Merger Effective Time be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Charter and Proposed Bylaws, respectively (copies of which are attached to the accompanying proxy statement/prospectus as Annex B-1 and Annex B-2, respectively) with effect from the Domestication Merger Effective Time, and that the Proposed Charter and Proposed Bylaws, together with such principal changes as described in the Advisory Organizational Documents Proposals 6A through 6F below, be hereby authorized, approved, ratified and confirmed in all respects.”

Recommendation of the ATII Board

THE ATII BOARD UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF ATII ORDINARY SHARES VOTE “FOR” THE APPROVAL OF THE ORGANIZATIONAL DOCUMENTS PROPOSAL.

The existence of financial and personal interests of one or more of ATII’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of himself, herself or themselves in determining to recommend that holders of ATII Ordinary Shares vote for the proposals. In addition, the Sponsor and ATII’s officers have interests in the Business Combination that may conflict with your interests as a holder of ATII Ordinary Shares. See “Proposal No. 1 — The Business Combination Proposal — Certain Interests of ATII’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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proposal no. 6 – THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS

Overview

Assuming each of the Condition Precedent Proposals are approved, Pubco, as the surviving corporation in the Domestication Merger, will be a corporation under the laws of the State of Delaware and, as a result, replace the Current Charter with the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B-1, and the complete text of the Proposed Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex B-2. All holders of ATII Ordinary Shares are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their respective terms and this summary is qualified by reference to the complete text of the Current Charter and the Proposed Organizational Documents.

As required by applicable SEC guidance, ATII is requesting that the holders of ATII Ordinary Shares consider and vote upon, on a non-binding advisory basis, proposals to approve important governance provisions contained in the Proposed Organizational Documents that substantially affect the rights of holders of shares of Pubco Common Stock following the Domestication Merger Effective Time. The non-binding advisory vote is not otherwise required by the Companies Act and is separate and apart from the Business Combination Proposal and the Domestication Merger Proposal, but consistent with SEC guidance, ATII is submitting these proposals to the holders of ATII Ordinary Shares to give holders of ATII Ordinary Shares the opportunity to present their separate views on important corporate governance provisions.

In the Merger Agreement, ATII, Pubco, Merger Sub I, Merger Sub II and Forge Nano agreed that, at the Domestication Merger Effective Time, Pubco will amend its existing certificate of incorporation to be substantially in the form set forth as Annex B-1 to this proxy statement/prospectus and its existing bylaws to be substantially in the form set forth as Annex B-2 to this proxy statement/prospectus, in each case, upon the consummation of the Domestication Merger. There are certain differences in the rights of holders of ATII Ordinary Shares prior to the Domestication Merger Effective Time and under the Current Charter and the rights of holders of shares of Pubco Common Stock after the Domestication Merger Effective Time under the Proposed Organizational Documents. For more information, please see the section entitled “Comparison of Corporate Governance and Shareholder Rights.”

The votes of holders of ATII Ordinary Shares regarding the Advisory Organizational Documents Proposal are advisory in nature, and are not binding on ATII or the ATII Board (separate and apart from the approval of the Organizational Documents Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Organizational Documents Proposal (separate and apart from approval of the Organizational Documents Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on this proposal, ATII intends that the Proposed Organizational Documents will take effect at the Domestication Merger Effective Time (assuming approval of the Organizational Documents Proposal by the holders of ATII Ordinary Shares at the extraordinary general meeting).

The following table sets forth a summary of the principal changes proposed between the Current Charter and the Proposed Organizational Documents. This summary is qualified by reference to the complete text of the Current Charter, the complete text of the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B-1, and the complete text of the Proposed Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex B-2. All holders of ATII Ordinary Shares are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their respective terms. Additionally, as the Current Charter is governed by the Companies Act and the Proposed Organizational Documents will be governed by the DGCL and ATII encourages holders of ATII Ordinary Shares to carefully consult the information set out under the section entitled “Comparison of Corporate Governance and Shareholder Rights.”

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Proposal	Current Charter of ATII (a Cayman Islands Exempted Company)	Current Charter of Forge Nano (a Delaware Corporation)	Proposed Organizational Documents of Pubco (a Delaware Corporation)
6A — Authorized Share Capital	The Memorandum of Association of ATII, part of the Current Charter, provides that ATII has an authorized share capital of 400,000,000 ATII Ordinary Shares with a nominal or par value of $0.0001 each, and 1,000,000 preference shares with a nominal or par value of $0.0001 each. See Section 7 of the Memorandum of Association of ATII	The Forge Nano Current Charter provides that Forge Nano has authorized share capital of 7,054,216 shares of Forge Nano Stock, consisting of 4,850,000 shares of Forge Nano Common Stock and 2,204,216 shares of Forge Nano Preferred Stock, each series with a par value of $0.0001 per share. See Article FOURTH of the Forge Nano Current Charter	The Proposed Organizational Documents provide that Pubco has an authorized share capital of 505,000,000 shares, consisting of 500,000,000 shares of Pubco Common Stock and 5,000,000 shares of Pubco preferred stock with a par value of $0.0001 each. See Article IV of the Proposed Charter.
6B — Exclusive Forum Provision	The Current Charter provides that courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Current Charter or otherwise related in any way to the shareholdings in ATII held by each holder of ATII Ordinary Shares. These provisions are inapplicable to claims seeking to enforce any liability or duty created by the Securities Act, the Exchange Act and any other claim for which the U.S. federal courts have exclusive jurisdiction. See Articles 177 and 178 of the Current Charter.	The Forge Nano Current Charter provides that, unless Forge Nano consents to an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for derivative actions, claims of breach of fiduciary duty, claims arising under the DGCL or Forge Nano’s Organizational Documents, and claims governed by the internal affairs doctrine, subject to a carve-out where the Court of Chancery lacks jurisdiction. The Forge Nano Current Charter does not include a federal-forum provision designating the federal district courts as the exclusive forum for claims under the Securities Act. See Article ELEVENTH of the Forge Nano Current Charter	The Proposed Organizational Documents provide that the Court of Chancery of the State of Delaware (or, if it lacks jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will be the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. See Article X of the Proposed Charter.

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Proposal	Current Charter of ATII (a Cayman Islands Exempted Company)	Current Charter of Forge Nano (a Delaware Corporation)	Proposed Organizational Documents of Pubco (a Delaware Corporation)
6C — Required Vote to Amend Charter	The Current Charter provides that amendments may be made by a Special Resolution under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a majority of not less than two-thirds of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming the presence of a quorum) and for which notice specifying the intention to propose the relevant resolution as a Special Resolution has been duly given. See Article 169 of the Current Charter.	The Forge Nano Current Charter provides that amendments are governed by the default rule under Section 242 of the DGCL, requiring board approval and the affirmative vote of a majority of the outstanding stock entitled to vote thereon, subject to (i) the separate class and series voting and protective provisions of the Forge Nano Preferred Stock and (ii) a requirement that amendment or repeal of the corporate-opportunity provision be approved by the holders of at least 75% of the Series A Preferred Stock. See Article FOURTH and Article TWELFTH of the Forge Nano Current Charter	The Proposed Organizational Documents Charter provide that amendments require the affirmative vote of at least two-thirds of the all voting power entitled to vote thereon, voting together as a single class, to amend, alter, repeal or rescind all or any portion of the provisions specified in Article XI of the Proposed Charter. See Article XI of the Proposed Charter.

6D — Removal of Directors The Current Charter provides that any ATII Director may be removed from office by a Special Resolution under the Companies Act, being a resolution passed by the affirmative vote of a majority of the votes cast by holders of at least two-thirds of the ATII Ordinary Shares as, being entitled to do so, vote, in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming presence of quorum), represented in person or by proxy and entitled to vote at the extraordinary general meeting (assuming presence of quorum). ​ See Article 106(d) of the Current Charter. The Forge Nano Current Charter provides that each director elected by a particular series or class (the Series A Director, the Series C Director, the Series D Director and the Common Director) may be removed without cause only by the affirmative vote of the holders of the series or class entitled to elect such director, given at a meeting or by written consent. The Forge Nano Current Charter does not impose a supermajority requirement to remove directors. ​ See Article FOURTH of the Forge Nano Current Charter The Proposed Organizational Documents provide that a Director may be removed from office, only for cause, by the affirmative vote of at least two-thirds of the voting power of all of the then outstanding shares of voting stock of Pubco entitled to vote at an election of directors. ​ See Article VI of the Proposed Charter.

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Proposal	Current Charter of ATII (a Cayman Islands Exempted Company)	Current Charter of Forge Nano (a Delaware Corporation)	Proposed Organizational Documents of Pubco (a Delaware Corporation)
6E — Stockholder Action by Written Consent	The Current Charter permits holders of ATII Ordinary Shares to approve matters by written consent (including any actions to be approved by Ordinary Resolution or Special Resolution) if approved in writing by all of the holders of ATII Ordinary Shares entitled to vote at the extraordinary general meeting. See the definitions of “Ordinary Resolution” and “Special Resolution” in Article 1 of the Current Charter.	The Forge Nano Current Charter permits stockholders to act by written consent in lieu of a meeting, and the consent threshold is the same vote that would be required at a meeting for the matter in question. See Article FOURTH of the Forge Nano Current Charter	The Proposed Organizational Documents prohibit stockholder action by written consent in lieu of a meeting. See Article VII of the Proposed Charter.

6F — Additional Changes The Current Charter includes provisions related to ATII’s status as a blank check company prior to the consummation of an initial business combination. ​ See Articles 149-162 of the Current Charter. The Forge Nano Current Charter includes provisions related to its status as a privately held, venture-backed company, including the designations, rights, preferences and privileges of its several series of Forge Nano Preferred Stock that will no longer be relevant upon becoming a public company at the First Effective Time ​ See Article FOURTH and Article TWELFTH of the Forge Nano Current Charter The Proposed Organizational Documents do not include such provisions related to Pubco’s status as a blank check company or its status as a privately held, venture-backed company, as they will no longer be relevant to Pubco following the Closing of the Business Combination.

Reasons for the Approval of the Advisory Organizational Documents Proposals

Pubco is a Delaware corporation. The Proposed Organizational Documents of Pubco are consistent with the DGCL. In addition, as the Forge Nano Stockholders who receive Closing Payment will, as of immediately prior to the Closing, own at least 74.5% of the outstanding shares of Pubco Common Stock upon the Closing assuming the No Additional Redemptions Scenario, the Proposed Organizational Documents of Pubco are materially consistent with the certificate of incorporation and bylaws of Forge Nano, as applicable, each as in effect immediately prior to the Closing. Additional reasons for the sub-proposals to be voted on by the holders of ATII Ordinary Shares are as follows:

Proposal 6A — Change in Authorized Share Capital

The Proposed Organizational Documents would, with effect from the Domestication Merger Effective Time, change by amendment and redesignation the authorized share capital of ATII from (a) 400,000,000 ATII Ordinary Shares and 1,000,000 preference shares, par value $0.0001 per share, of ATII to [500,000,000] shares of Pubco Common Stock and [5,000,000] shares of preferred stock of Pubco, par value $0.0001 per share.

The principal purpose of this proposal is to ensure that Pubco has sufficient authorized capital for future issuances of shares if determined by the Pubco Board to be in the best interests of Pubco following the Closing to support its growth and to provide flexibility for future corporate needs without incurring the risk, delay and potential expense incident to obtaining the approval of holders of shares of Pubco Common Stock for a particular issuance.

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Please see the subsection entitled “Proposal No. 1 – The Business Combination – Ownership of Pubco After the Closing” and the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information about the anticipated capitalization of Pubco following the Closing.

This summary is qualified by reference to the complete text of the Proposed Organizational Documents of Pubco, copies of which are attached to this proxy statement/prospectus as Annex B-1 and Annex B-2. All shareholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.

Resolution to be Voted Upon

The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, on an advisory non-binding basis, that, with effect from the Domestication Merger Effective Time, the authorized share capital of ATII be amended and redesignated from (a) 400,000,000 ATII Ordinary Shares and 1,000,000 preference shares, par value $0.0001 per share, of ATII to (b) 500,000,000 shares of Pubco Common Stock and 5,000,000 shares of preferred stock of Pubco, par value $0.0001 per share, in accordance with the DGCL and the Companies Act (“Advisory Organizational Documents Proposal 6A”), and that Advisory Organizational Documents Proposal 6A be hereby authorized, approved, ratified and confirmed in all respects.”

Proposal 6B — Exclusive Forum Provision

The Proposed Organizational Documents would, with effect from the Domestication Merger Effective Time, adopt the Court of Chancery of the State of Delaware (or if it lacks jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) by amendment to the Current Charter as the exclusive forum for certain stockholder litigation and adopting the federal district courts of the United States as the exclusive forum for resolving complaints asserting a cause of action under the Securities Act.

The principal purpose of this proposal is to remove the forum selection provision that would require that the Cayman Islands be the exclusive forum for certain shareholder litigation matters and avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims following the Closing. The ATII Board believes that the exclusive forum provision should be amended so that the exclusive forum for certain litigation matters is amended and redesignated from the courts of the Cayman Islands to the Court of Chancery of the State of Delaware (the “Court of Chancery”) (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware).

Courts in the State of Delaware have a reputation for expertise in corporate law matters. The State of Delaware offers a specialized Court of Chancery to address corporate law matters, with streamlined procedures and processes, which help provide relatively quick decisions. This accelerated schedule can minimize the time, cost and uncertainty of litigation for all parties. The Court of Chancery has developed considerable expertise with respect to corporate law issues, as well as a substantial and influential body of case law construing corporate law in the State of Delaware and long-standing precedent regarding corporate governance. This provides Pubco and the holders of shares of Pubco Common Stock following the Closing with more predictability regarding the outcome of intra-corporate disputes. In the event the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or the other state courts located in the State of Delaware would be the specified forums under the Proposed Charter.

The ATII Board further believes that providing that the federal district courts of the United States will be the exclusive forum for resolving actions arising under the Securities Act, provides the flexibility to file such suits in any federal district court while providing the benefits of eliminating duplicative litigation and have such cases heard by courts that are well-versed in the applicable law.

The ATII Board further believes that the Proposed Charter providing for such exclusive forum would promote judicial fairness and avoid conflicting results, as well as make Pubco’s defense of applicable claims less disruptive and more economically feasible, principally by avoiding duplicative discovery.

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This summary is qualified by reference to the complete text of the Proposed Organizational Documents of Pubco, copies of which are attached to this proxy statement/prospectus as Annex B-1 and Annex B-2. All holders of ATII Ordinary Shares are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.

Resolution to be Voted Upon

The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of holders of ATII Ordinary Shares, on an advisory non-binding basis, that, with effect from the Domestication Merger Effective Time, (a) Delaware be adopted as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States be adopted as the exclusive forum for asserting a cause of action under the Securities Act of 1933, as amended in accordance with the DGCL and the Companies Act (“Advisory Organizational Documents Proposal 6B”), and that Advisory Organizational Documents Proposal 6B be hereby authorized, approved, ratified and confirmed in all respects.”

Proposal 6C — Required Vote to Amend Charter

The Proposed Organizational Documents will adopt an amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize provisions providing that the affirmative vote of at least two-thirds of the voting power of all the then outstanding shares of capital stock of Pubco entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind any provision of Articles IV through XI of the Proposed Charter in accordance with the DGCL and the Companies Act (provided, that, so long as any shares of Pubco Common Stock remain outstanding, Pubco may not, without the prior affirmative vote of the holders of a majority of the outstanding shares of Pubco Common Stock, voting as a separate class, in addition to any other vote of holders of shares of capital stock of Pubco required by applicable law or the Proposed Charter, directly or indirectly, whether by amendment or through merger, recapitalization, consolidation or otherwise, amend, alter, change, repeal or adopt any provision of the Proposed Charter in a manner that is inconsistent with, or that otherwise alters or changes the powers, preferences, or special rights of the shares of Pubco Common Stock so as to affect them adversely).

The Current Charter provides that amendments may be made by a Special Resolution under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of not less than two-thirds of the votes cast by holders of ATII Ordinary Shares who, being present in person or, where proxies are allowed, represented by proxy and entitled to vote at an extraordinary general meeting (assuming the presence of a quorum) and for which notice specifying the intention to propose the relevant resolution as a Special Resolution has been duly given. The Proposed Organizational Documents require the affirmative vote of at least two-thirds of the voting power of all outstanding shares of capital stock of Pubco entitled to vote thereon, voting together as a single class, to amend, alter, repeal or rescind any provision of Article IV, Article V, Article VI, Article VII, Article VIII, Article IX, Article X and Article XI of the Proposed Charter.

The amendments are intended to protect certain key provisions of the Proposed Charter from arbitrary amendment and to prevent a simple majority of the holders of shares of Pubco Common Stock from taking actions that may be harmful to other holders of shares of Pubco Common Stock or making changes to provisions that are intended to protect all holders of shares of Pubco Common Stock.

The above is qualified by a provision that so long as any shares of Pubco Common Stock remain outstanding, Pubco may not, without the prior affirmative vote of the holders of a majority of the outstanding shares of Pubco Common Stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Charter, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise amend, alter, change, repeal or adopt any provision of the Proposed Charter in a manner that is inconsistent with, or that otherwise alters or changes the powers, preferences, or special rights of the shares of Pubco Common Stock so as to affect them adversely.

Resolution to be Voted Upon

The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, on an advisory non-binding basis, that, with effect from the Domestication Merger Effective Time, provisions providing that the affirmative vote of at least two-thirds of the voting power of all the then outstanding shares of capital stock of Pubco entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind any provision of Articles IV through XI of the Proposed Charter in accordance

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with the DGCL and the Companies Act (provided, that, so long as any shares of Pubco Common Stock remain outstanding, Pubco may not, without the prior affirmative vote of the holders of a majority of the outstanding shares of Pubco Common Stock, voting as a separate class, in addition to any other vote of holders of shares of capital stock of Pubco required by applicable law or the Proposed Charter, directly or indirectly, whether by amendment or through merger, recapitalization, consolidation or otherwise, amend, alter, change, repeal or adopt any provision of the Proposed Charter in a manner that is inconsistent with, or that otherwise alters or changes the powers, preferences, or special rights of the shares of Pubco Common Stock so as to affect them adversely) (“Advisory Organizational Documents Proposal 6C”), and be hereby authorized, approved, ratified and confirmed in all respects.”

Proposal 6D — Removal of Directors

The Proposed Organizational Documents will adopt an amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize provisions permitting the removal of a director, only for cause, by the affirmative vote of at least two-thirds of the outstanding shares of voting stock of Pubco entitled to vote generally in the election of directors, voting together as a single class.

The principal purpose of this proposal is to provide the holders of shares of Pubco Common Stock with the ability to remove directors serving on the Pubco Board only for cause by the affirmative vote of at least two-thirds of the outstanding shares of voting stock of Pubco entitled to vote generally in the election of directors, voting together as a single class. The Current Charter permits the removal of a director serving on the ATII Board with or without cause by Special Resolution, being a resolution passed by the affirmative vote of holders of at least two-thirds of the votes cast by the holders of ATII Ordinary Shares, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting. The Proposed Organizational Documents permit the removal of a director serving on the Pubco Board only for cause by the affirmative vote of at least two-thirds of the outstanding shares of voting stock of Pubco entitled to vote generally in the election of directors, voting together as a single class.

This summary is qualified by reference to the complete text of the Proposed Organizational Documents of Pubco, copies of which are attached to this proxy statement/prospectus as Annex B-1 and Annex B-2. All holders of ATII Ordinary Shares are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.

Resolution to be Voted Upon

The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution, on an advisory non-binding basis, that, with effect from the Domestication Merger Effective Time, provisions permitting the removal of a director, only for cause, by the affirmative vote of at least two-thirds of the outstanding shares of voting stock of Pubco entitled to vote generally in the election of directors, voting together as a single class (“Advisory Organizational Documents Proposal 6D”), be hereby authorized, approved, ratified and confirmed in all respects.”

Proposal 6E — Stockholder Action by Written Consent

The Proposed Organizational Documents will adopt amendment to the Current Charter, with effect from the Domestication Merger Effective Time, to authorize provisions that require or permit stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting.

The principal purpose of this proposal is to prohibit action by written consent in lieu of a meeting by the holders of shares of Pubco Common Stock and to require or permit holders of shares of Pubco Common Stock to take action at an annual or special meeting to reduce the possibility that a block of holders of shares of Pubco Common Stock could take corporate actions without the benefit of a meeting of the holders of shares of Pubco Common Stock to consider important corporate issues.

The elimination of the ability of a holder of shares of Pubco Common Stock to act by written consent may have certain anti-takeover effects by forcing a potential acquirer to take control of the Pubco Board only at a duly called special or annual meeting. However, this proposal is not in response to any effort of which ATII is aware to obtain control of Pubco following the Closing, and ATII and its management do not presently intend to propose other anti-takeover measures in future proxy solicitations. Further, the ATII Board does not believe that the effects of the elimination of stockholder action by written consent will create a significant impediment to a tender offer or other effort to take control of Pubco following the Closing. Inclusion of these provisions in the Proposed Organizational Documents might also increase the likelihood that a potential acquirer would negotiate the terms of any

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proposed transaction following the Closing with Pubco Board and thereby help protect holders of shares of Pubco Common Stock from the use of abusive and coercive takeover tactics.

This summary is qualified by reference to the complete text of the Proposed Organizational Documents of Pubco, copies of which are attached to this proxy statement/prospectus as Annex B-1 and Annex B-2. All holders of ATII Ordinary Shares are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.

Resolution to be Voted Upon

The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, on an advisory non-binding basis, that, with effect from the Domestication Merger Effective Time, provisions requiring or permitting holders of shares of capital stock of Pubco to take action at an annual or special meeting and prohibit action by written consent in lieu of a meeting by the holders of shares of capital stock of Pubco (“Advisory Organizational Documents Proposal 6E”), be hereby authorized, approved, ratified and confirmed in all respects.”

Proposal 6F — Additional Changes

The Proposed Organizational Documents will adopt an amendment to the Current Charter, with effect at the Domestication Merger Effective Time, to authorize certain additional changes, including, among other things, (i) making Pubco’s corporate existence perpetual and (ii) removing certain provisions related to ATII’s status as a blank check company that will no longer be applicable upon Closing, all of which the ATII Board believes is necessary to adequately address the needs of Pubco after the Business Combination.

The principal purpose of this proposal is to reflect the Business Combination and to clearly identify Pubco as the publicly traded entity upon the Domestication Merger Effective Time. Perpetual existence is the usual period of existence for public corporations, and the ATII Board believes it is the most appropriate period of existence for Pubco following the Closing. The elimination of certain provisions related to ATII’s status as a blank check company is desirable because these provisions will serve no purpose following the Business Combination. For example, the Proposed Organizational Documents do not include the requirement to dissolve Pubco and allow it to continue as a corporate entity with perpetual existence following consummation of the Business Combination. In addition, certain other provisions in the Current Charter require that proceeds from the IPO be held in the Trust Account until an initial business combination or liquidation of ATII has occurred. These provisions cease to apply once the Business Combination is consummated and are therefore not included in the Proposed Organizational Documents.

Implementation of the provisions of the Proposed Organizational Documents will result, upon the Domestication Merger Effective Time, in the wholesale replacement of the Current Charter with the Proposed Organizational Documents. While certain material changes between the Current Charter and the Proposed Organizational Documents have been unbundled into distinct organizational documents proposals or otherwise identified in these Advisory Organizational Documents Proposals, there are other differences between the Current Charter and the Proposed Organizational Documents (arising from, among other things, differences between the Companies Act and the DGCL and the typical form of organizational documents under each) that will be approved (subject to the approval of the aforementioned related proposals by the holders of ATII Ordinary Shares and consummation of the Business Combination) if the holders of ATII Ordinary Shares approve the Organizational Documents Proposal.

The foregoing summary is qualified by reference to the complete text of the Proposed Organizational Documents of Pubco, copies of which are attached to this proxy statement/prospectus as Annex B-1 and Annex B-2. All holders of ATII Ordinary Shares are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.

Resolution to be Voted Upon

The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, on an advisory non-binding basis, that, with effect from the Domestication Merger Effective Time, certain additional changes, including, among other things, (i) making Pubco’s corporate existence perpetual and (ii) removing certain provisions related to ATII’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, in each case, which the ATII Board believes is

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necessary to adequately address the needs of Pubco after the consummation of the Business Combination (“Advisory Organizational Documents Proposal 6F”), be hereby authorized, approved, ratified and confirmed in all respects.”

Vote Required for Approval

The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires an Ordinary Resolution by the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming the presence of a quorum).

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter.

The Advisory Organizational Documents Proposals are not conditioned upon any other proposal and approval of the Advisory Organizational Documents Proposals is not a condition to the consummation of the Business Combination.

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date. As a result, 8,205,001 additional votes of holders of ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, each of the Advisory Organizational Documents Proposals.

Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, at the extraordinary general meeting and will attend the extraordinary general meeting, we would need the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, to establish a quorum to hold the extraordinary general meeting in connection with the Proposed Transaction.

Recommendation of the ATII Board

THE ATII BOARD UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF ATII ORDINARY SHARES VOTE “FOR” THE APPROVAL OF EACH OF THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS.

The existence of financial and personal interests of one or more of ATII’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of himself, herself or themselves in determining to recommend that holders of ATII Ordinary Shares vote for the proposals. In addition, the Sponsor and ATII’s officers have interests in the Business Combination that may conflict with your interests as a holder of ATII Ordinary Shares. See “Proposal No. 1 — The Business Combination Proposal — Certain Interests of ATII’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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Proposal No. 7 – THE Equity Incentive Plan Proposal

Overview

Assuming the Business Combination Proposal and the other Condition Precedent Proposals are approved, holders of ATII Ordinary Shares are also being asked to approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the 2026 Equity Plan. Prior to the Closing Date, the board of directors of Forge Nano will adopt the Forge Nano Holdings Inc. 2026 Omnibus Incentive Compensation Plan (the “2026 Equity Plan”), to be effective as of the Closing subject to approval and adoption by the holders of ATII Ordinary Shares at the extraordinary general meeting. No equity or equity-based awards will be granted under the 2026 Equity Plan until after the Closing. Following the Closing, all equity and equity-based awards are intended to be granted under the 2026 Equity Plan. For further information about the 2026 Equity Plan, please refer to the complete copy of the 2026 Equity Plan, a copy of which is attached to this proxy statement/prospectus as Annex G.

After careful consideration, the ATII Board believes that approving the 2026 Equity Plan is in the best interests of Pubco and the holders of shares of Pubco Common Stock following the Closing. The 2026 Equity Plan promotes ownership in Pubco by its employees, non-employee directors and consultants, and aligns incentives between these service providers and holders of shares of Pubco Common Stock following the Closing by permitting these service providers to receive compensation in the form of awards denominated in, or based on the value of, shares of Pubco Common Stock. Therefore, the ATII Board recommends that holder of ATII Ordinary Shares approve the 2026 Equity Plan, to be effective as of the Closing subject to approval and adoption by the holders of ATII Ordinary Shares at the extraordinary general meeting.

Key terms of the 2026 Equity Plan are expected to include:

● Administration. The compensation committee of the Pubco Board (the “Compensation Committee”) following the Closing will administer the 2026 Equity Plan. The Compensation Committee will have the authority to determine the terms and conditions of any agreements evidencing any awards granted under the 2026 Equity Plan following the Closing and to adopt, alter and repeal rules, guidelines and practices relating to the 2026 Equity Plan. The Compensation Committee will have full discretion to administer and interpret the 2026 Equity Plan and to adopt such rules, regulations and procedures as it deems necessary or advisable and to determine, among other things, the time or times at which the awards granted under the 2026 Equity Plan may be exercised and whether and under what circumstances any such award may be exercised.

● Eligibility. Any current or prospective employees, directors, officers, consultants or advisors of Forge Nano or its affiliates who are selected by the Compensation Committee will be eligible for awards granted under the 2026 Equity Plan. Except as otherwise required by applicable law or regulation or stock exchange rules, the Compensation Committee will have the sole and complete authority to determine who will be granted any awards under the 2026 Equity Plan.

● Number of Shares of Pubco Common Stock Authorized for Issuance. Pursuant to the 2026 Equity Plan, Pubco expects to reserve an aggregate of 14,800,410 shares of Pubco Common Stock in a No Additional Redemptions Scenario (or 12,500,410 shares of Pubco Common Stock in a Maximum Redemptions Scenario) for issuance of equity or equity-based awards to be granted thereunder. In addition, we expect that the number of shares of Pubco Common Stock reserved for issuance under the 2026 Equity Plan will automatically increase on January 1 of each year, commencing on January 1, 2027, in an amount equal to 5% of the total number of shares of Pubco Common Stock outstanding as of the immediately preceding December 31, or a lesser number of shares of Pubco Common Stock as determined by the Compensation Committee. No more than 14,800,410 shares of Pubco Common Stock in a No Additional Redemptions Scenario (or 12,500,410 shares of Pubco Common Stock in a Maximum Redemptions Scenario) may be issued with respect to incentive stock options under the 2026 Equity Plan. The maximum grant date fair value of cash and equity or equity-based awards that may be awarded to a non-employee director under the 2026 Equity Plan during any one fiscal year, taken together with any cash fees paid to such non-employee director during such fiscal year, will be (i) $1,500,000 for the chairman of the Board or (ii) $750,000 for any other non-employee director for the first year of service, provided that the foregoing limitation will not apply to any equity or equity-based awards issued to a non-employee director in respect of any one-time initial equity grant upon a non-employee director’s appointment to the Pubco Board. If any awards granted under the 2026 Equity Plan expire, terminate or are canceled or forfeited without being settled, vested or exercised, the shares of Pubco Common Stock subject to such awards granted under the 2026 Equity Plan will again be made available for future grants of awards under the 2026 Equity Plan. Any shares of Pubco Common Stock that are surrendered or tendered to pay the exercise price of any award granted under the 2026 Equity Plan or to satisfy withholding taxes owed, or any shares of Pubco Common Stock reserved for issuance, but not issued, with respect to settlement of a stock appreciation right, will not again be available for award grants under the 2026 Equity Plan. Shares of

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Pubco Common Stock withheld by, or otherwise remitted to, Forge Nano to satisfy the tax withholding obligations of any current or prospective employees, directors, officers, consultants or advisors of Forge Nano or its affiliates then outstanding upon the lapse of restrictions on, or settlement of, any equity or equity-based awards under the 2026 Equity Plan will again be available for awards under the 2026 Equity Plan’s share pool.

● Change in Capitalization. If there is a change in Pubco’s capitalization in the event of a stock or extraordinary cash dividend, recapitalization, stock split, reverse stock split, split-up or spin-off such that the Compensation Committee determines that an adjustment to the terms of the 2026 Equity Plan (or awards granted thereunder) is necessary or appropriate, then the Compensation Committee will be authorized to make adjustments to the terms of the 2026 Equity Plan (or awards granted thereunder) in a manner that it deems equitable. Such adjustments may be to the number of shares of Pubco Common Stock reserved for issuance under the 2026 Equity Plan following the Closing, the number of shares of Pubco Common Stock covered by awards then outstanding under the 2026 Equity Plan, the limitations on awards granted under the 2026 Equity Plan, the exercise price of outstanding options, or any applicable vesting conditions (including performance goals).

● Awards Available for Grant. The Compensation Committee will be authorized to grant awards of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock units, other stock-based awards, other cash-based awards or any combination of the foregoing. Awards may be granted under the 2026 Equity Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by Forge Nano or with which Forge Nano merges or combines, which are referred to herein as “Substitute Awards.” All awards granted under the 2026 Equity Plan will vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Compensation Committee.

● Stock Options. The Compensation Committee will be authorized to grant options to purchase shares of Pubco Common Stock that are either “qualified,” meaning they are intended to satisfy the requirements of Section 422 of the Code for incentive stock options, or “non-qualified,” meaning they are not intended to satisfy the requirements of Section 422 of the Code. All options granted under the 2026 Equity Plan shall be non-qualified unless the applicable award agreement expressly states that the option is intended to be an incentive stock option. All options granted under the 2026 Equity Plan will be subject to the terms and conditions established by the Compensation Committee. Under the terms of the 2026 Equity Plan, the exercise price of the options will not be less than the fair market value of shares of Pubco Common Stock at the time of grant (except with respect to Substitute Awards). All options granted under the 2026 Equity Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by the Compensation Committee and specified in the applicable award agreement. The maximum term of an option granted under the 2026 Equity Plan will be ten years from the date of grant. Payment in respect of the exercise of an option may be made in cash, by check, by cash equivalent and/or shares of Pubco Common Stock valued at the fair market value at the time the option is exercised.

● Stock Appreciation Rights. The Compensation Committee will be authorized to award SARs under the 2026 Equity Plan. SARs will be subject to the terms and conditions established by the Compensation Committee. A SAR is a contractual right that allows a participant to receive, in the form of either cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of time. The strike price per share of shares of Pubco Common Stock underlying each SAR shall not be less than 100% of the fair market value per share of shares of Pubco Common Stock, determined as of the date of grant, and the maximum term of a SAR granted under the 2026 Equity Plan will be ten years from the date of grant.

● Restricted Stock. The Compensation Committee will be authorized to grant restricted stock under the 2026 Equity Plan, which will be subject to the terms and conditions established by the Compensation Committee. Restricted stock are shares of Pubco Common Stock that are generally non-transferable and subject to other restrictions determined by the Compensation Committee for a specified period.

● Restricted Stock Unit Awards. The Compensation Committee will be authorized to grant restricted stock unit awards, which will be subject to the terms and conditions established by the Compensation Committee. A restricted stock unit award, once vested, may be settled in a number of shares of Pubco Common Stock equal to the number of units earned, in cash equal to the fair market value of the number of shares of Pubco Common Stock earned in respect of such restricted stock unit award or in a combination of the foregoing, at the election of the Compensation Committee.

● Effect of a Change of Control. In the event of a Change of Control (as defined in the 2026 Equity Plan), the Compensation Committee may in its discretion, cause any outstanding awards to be continued, substituted or assumed by the surviving

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corporation, accelerate the vesting of outstanding awards, and/or cancel any outstanding options or SARs and pay the holders in cash or other consideration for the value of such awards based upon the price per share of Pubco Common Stock received or to be received by other Pubco shareholders in connection with the transaction (it being understood that any option or SAR having a per-share exercise price or strike price equal to, or in excess of, the fair market value (as of the date specified by the Compensation Committee) of a share of the Pubco Common Stock subject thereto may be canceled and terminated without payment or consideration therefor). Notwithstanding the above, the Compensation Committee shall exercise such discretion over the timing of settlement of any award subject to Section 409A of the Code at the time such award is granted.

● Nontransferability. Each award granted under the 2026 Equity Plan may be exercised during the participant’s lifetime by the participant or, if permissible under applicable law, by the participant’s guardian or legal representative. No award granted under the 2026 Equity Plan may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution.

● Amendment. The 2026 Equity Plan will have a term of ten years. The Pubco Board may amend, suspend or terminate the 2026 Equity Plan at any time following the Closing, subject to approval of the holders of shares of Pubco Common Stock if necessary to comply with any tax, exchange rules, or other applicable regulatory requirement. No such amendment, suspension or termination will materially and adversely affect the rights of any participant or recipient of any award without the consent of such participant or recipient. The Pubco Board may, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award theretofore granted under the 2026 Equity Plan or the associated award agreement, prospectively or retroactively; provided, that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary with respect to any award theretofore granted under the 2026 Equity Plan will not to that extent be effective without the consent of the affected participant, holder or beneficiary; and provided further that, without approval of holders of shares of Pubco Common Stock, (1) no amendment or modification may reduce the exercise price of any option or the strike price of any SAR granted under the 2026 Equity Plan, (2) the Compensation Committee may not cancel any outstanding option granted under the 2026 Equity Plan and replace it with a new option (with a lower exercise price) or cancel any SAR granted under the 2026 Equity Plan and replace it with a new SAR (with a lower strike price) or, in each case, replace such with another award under the 2026 Equity Plan or cash in a manner that would be treated as a repricing (for compensation disclosure or accounting purposes), and (3) the Compensation Committee may not take any other action considered a repricing for purposes of the stockholder approval rules of the applicable securities exchange on which the shares of Pubco Common Stock are listed following the Closing. However, approval of the holders of shares of Pubco Common Stock is not required with respect to clauses (1), (2) and (3) above with respect to certain adjustments on changes in capitalization.

● Clawback/Forfeiture. Awards granted under the 2026 Equity Plan may be subject to clawback or forfeiture to the extent required by applicable law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of Nasdaq or other applicable securities exchange, or if so required pursuant to a written policy adopted by Pubco or the provisions of an award agreement granted under the 2026 Equity Plan.

Material U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of the grant, exercise and vesting of awards under the 2026 Equity Plan and the disposition of shares acquired pursuant to the exercise or settlement of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local or payroll tax considerations. This summary assumes that all awards described in the summary are exempt from, or comply with, the requirement of Section 409A of the Code. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

Stock Options. Holders of incentive stock options granted under the 2026 Equity Plan will generally incur no U.S. federal income tax liability at the time of grant or upon vesting or exercise of those options. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares of Pubco Common Stock acquired through the exercise of an incentive stock option before the later of two years following the date of grant under the 2026 Equity Plan and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares of Pubco Common Stock acquired through the exercise of an

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incentive stock option will constitute long-term capital gain or loss, as the case may be. Assuming the holding period is satisfied, no deduction will be allowed to Pubco for U.S. federal income tax purposes in connection with the grant under the 2026 Equity Plan or the exercise by the holder of the incentive stock option. If, within two years following the date of grant under the 2026 Equity Plan or within one year following the date of exercise, the holder of shares of Pubco Common Stock acquired through the exercise of an incentive stock option disposes of those shares, the holder will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price of the incentive stock option and the lesser of the fair market value of the shares of Pubco Common Stock on the date of exercise or the amount realized on the subsequent disposition of the shares acquired through the exercise of an incentive stock option, and that amount will generally be deductible by Pubco for U.S. federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections of the Code. Finally, if an incentive stock option becomes first exercisable in any one year for shares of Pubco Common Stock having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the incentive stock option in respect of those excess shares of Pubco Common Stock will be treated as a non-qualified stock option for U.S. federal income tax purposes.

No income will be realized by a holder upon grant under the 2026 Equity Plan or vesting of an option that does not qualify as an incentive stock option (“a non-qualified stock option”). Upon the exercise of a non-qualified stock option, the holder will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares of Pubco Common Stock over the option exercise price paid at the time of exercise, and the holder’s tax basis will equal the sum of the compensation income recognized and the exercise price paid at the time of exercise. Pubco will be able to deduct this same excess amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections of the Code. In the event of a sale of shares of Pubco Common Stock received upon the exercise of a non-qualified stock option granted under the 2026 Equity Plan, any appreciation or depreciation after the exercise date generally will be taxed as capital gain or loss and will be long-term gain or loss, as applicable, if the holding period for such shares of Pubco Common Stock by the holder is more than one year.

SARs. No income will be realized by a holder upon grant under the 2026 Equity Plan or vesting of a SAR. Upon the exercise of a SAR granted under the 2026 Equity Plan, the holder will recognize ordinary compensation income in an amount equal to the fair market value of the payment received in respect of such SAR. Pubco will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections of the Code.

Restricted Stock. A holder will not be subject to tax for U.S. federal income tax purposes upon the grant of an award of restricted stock under the 2026 Equity Plan unless the holder otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock granted under the 2026 Equity Plan becomes transferable or is no longer subject to a substantial risk of forfeiture (i.e., the vesting date), the holder will have taxable compensation equal to the difference between the fair market value of the shares of Pubco Common Stock on that date and the amount the holder paid for such shares of Pubco Common Stock, if any, unless the holder made an election under Section 83(b) of the Code to be taxed at the time of grant. If the holder made an election under Section 83(b) of the Code, the holder will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares of Pubco Common Stock on the date of grant under the 2026 Equity Plan and the amount the participant paid for such shares of Pubco Common Stock, if any. If the election is made by the holder, such holder will not be allowed a deduction for amounts subsequently required to be returned to Pubco for U.S. federal income tax purposes. Special rules apply to the receipt and disposition of restricted shares received by officers and directors who are subject to Section 16(b) of the Exchange Act. Pubco will be able to deduct, at the same time as it is recognized by the holder, the amount of taxable compensation to the holder for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections of the Code.

Restricted Stock Units. A holder will not be subject to tax upon the grant under the 2026 Equity Plan or vesting of a restricted stock unit award. Rather, upon the delivery of shares of Pubco Common Stock or cash pursuant to a restricted stock unit award, the holder will have taxable compensation equal to the fair market value of the number of shares of Pubco Common Stock (or the amount of cash) that the holder actually receives with respect to such restricted stock unit award. Pubco will be able to deduct the amount of taxable compensation to the holder for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections of the Code.

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Registration with the SEC

If the 2026 Equity Plan is approved by the holders of ATII Ordinary Shares and becomes effective upon the Closing, Pubco expects to file with the SEC a registration statement on Form S-8 registering the shares of Pubco Common Stock reserved for issuance under the 2026 Equity Plan as soon as reasonably practicable after becoming eligible to use such form.

Equity Incentive Plan Information

ATII did not maintain, or have any securities authorized for issuance under, any equity compensation plan as of the date of this proxy statement/prospectus.

2026 Equity Plan Benefits

No awards have been previously granted under the 2026 Equity Plan. Following the adoption of the 2026 Equity Plan, we do not expect to issue additional awards under the 2017 Equity Plan. The awards that are to be granted to any participant or group of participants are indeterminable as of the date of this proxy statement/prospectus because future awards under the 2026 Equity Plan will be granted in the discretion of the Compensation Committee, including that the type, number, recipients, and other terms of such awards cannot be determined at this time. Consequently, no new plan benefits table is included in this proxy statement/prospectus.

Vote Required for Approval

The approval and adoption of the Equity Incentive Plan Proposal requires an Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by the holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming presence of a quorum).

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter.

The Equity Incentive Plan Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the Condition Precedent Proposals is not approved, the Equity Incentive Plan Proposal will have no effect, even if approved by holders of ATII Ordinary Shares.

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date. As a result, 8,205,001 additional votes of holders of ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Equity Incentive Plan Proposal.

Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, at the extraordinary general meeting and will attend the extraordinary general meeting, we would need the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, to establish a quorum to hold the extraordinary general meeting in connection with the Proposed Transaction.

Resolution to be Voted Upon

The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, that, in connection with the Business Combination and in accordance with the DGCL and the Companies Act, the Forge Nano Holdings Inc. 2026 Omnibus Incentive Compensation Plan (the “2026 Equity Plan”) be hereby authorized, approved, ratified, confirmed and adopted in all respects.”

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Recommendation of the ATII Board

THE ATII BOARD UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF ATII ORDINARY SHARES VOTE “FOR” THE APPROVAL OF THE EQUITY INCENTIVE PLAN PROPOSAL.

The existence of financial and personal interests of one or more of ATII’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of himself, herself or themselves in determining to recommend that holders of ATII Ordinary Shares vote for the proposals. In addition, the Sponsor and ATII’s officers have interests in the Business Combination that may conflict with your interests as a holder of ATII Ordinary Shares. See “Proposal No. 1 — The Business Combination Proposal — Certain Interests of ATII’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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proposal no. 8 – THE ADJOURNMENT PROPOSAL

We are asking you to approve a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary or appropriate to solicit additional proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are insufficient votes to approve the Business Combination Proposal or the Domestication Merger Proposal and adopt the Merger Agreement at the time of the extraordinary general meeting (the “Adjournment Proposal”). If the Business Combination is not consummated and ATII fails to complete its initial business combination during the Completion Window, ATII will be required, pursuant to the Current Charter, to dissolve and liquidate the Trust Account by returning the then-remaining funds in the Trust Account to the ATII Public Shareholders subject to the terms of the Current Charter.

Consequences if the Adjournment Proposal is Not Approved

If an Adjournment Proposal is presented at the extraordinary general meeting and is not approved by the holders of ATII Ordinary Shares, the ATII Board may not be able to adjourn the extraordinary general meeting to a later date in order to permit further solicitation and vote of proxies in the event that there are insufficient votes for any of the Condition Precedent Proposals. In such event, the Business Combination would not be completed.

Vote Required for Approval

The approval of the Adjournment Proposal requires an Ordinary Resolution of the holders of ATII Ordinary Shares under the Companies Act and the Current Charter, being a resolution passed by the affirmative vote of a simple majority of the votes cast by holders of ATII Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting (assuming presence of quorum).

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum at the extraordinary general meeting, will not count as a vote as at the extraordinary general meeting and otherwise will have no effect on a particular proposal under the Companies Act and the Current Charter.

The Adjournment Proposal is not conditioned upon any other proposal and approval of the Adjournment Proposal is not conditioned upon the adoption of any of the other proposals.

The Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date. As a result, 8,205,001 additional votes of holders of ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, will be required to approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Adjournment Proposal (if presented).

Because the Sponsor, which includes among its members each of the Insiders, the Initial Shareholders and BTIG collectively have the right to vote 6,590,000 ATII Ordinary Shares, or approximately 22.27% of the 29,590,000 issued and outstanding ATII Ordinary Shares as of the Record Date, at the extraordinary general meeting and will attend the extraordinary general meeting, we would need the presence, in person or represented by proxy, at the extraordinary general meeting of the holders of at least an additional 8,205,001 ATII Public Shares, or approximately 35.67% of the 23,000,000 issued and outstanding ATII Public Shares as of the Record Date, to establish a quorum approve and adopt, by Ordinary Resolution of the holders of ATII Ordinary Shares, the Adjournment Proposal (if presented).

Resolution to be Voted Upon

The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an Ordinary Resolution of the holders of ATII Ordinary Shares, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting, be hereby authorized, approved, ratified and confirmed in all respects.”

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Recommendation of the ATII Board

THE ATII BOARD UNANIMOUSLY RECOMMENDS THAT HOLDERS OF ATII ORDINARY SHARES VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL (IF PRESENTED).

The existence of financial and personal interests of one or more of ATII’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of himself, herself or themselves in determining to recommend that holders of ATII Ordinary Shares vote for the proposals. In addition, the Sponsor and ATII’s officers have interests in the Business Combination that may conflict with your interests as a holder of ATII Ordinary Shares. See “Proposal No. 1 — The Business Combination Proposal — Certain Interests of ATII’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following summary is a discussion of certain material U.S. federal income tax considerations, (i) with respect to holders of ATII Ordinary Shares or ATII Warrants (collectively, the “ATII securities”), of the Domestication Merger, (ii) the exercise of redemption rights by holders of ATII Public Shares in connection with the Business Combination, and (iii) with respect to Forge Nano and holders of Forge Nano Common Stock and Forge Nano Preferred Stock (collectively, the “Forge Nano securities”), of the Company Mergers, and (iv) of the ownership and disposition of shares of Pubco Common Stock and Pubco SPAC Warrants following the Business Combination. This section applies only to holders that hold their respective ATII securities, or shares of Pubco Common Stock and Pubco SPAC Warrants, or Forge Nano securities, as applicable, as capital assets for U.S. federal income tax purposes (generally, property held for investment) and does not address the Sponsor or its affiliates, representatives, employees or other stakeholders.

This section is general in nature and does not discuss all aspects of U.S. federal income taxation that might be relevant to a particular holder in light of such holder’s circumstances or status, nor does it address tax considerations applicable to a holder subject to special rules, including:

● financial institutions or financial services entities;

● broker-dealers;

● governments or agencies or instrumentalities thereof;

● insurance companies;

● taxpayers subject to a mark-to-market method of tax accounting with respect to ATII securities or Forge Nano securities;

● persons holding ATII securities or Forge Nano securities as part of a “straddle,” hedge, integrated transaction or similar transaction, or persons deemed to sell ATII securities or Forge Nano securities under constructive sale provisions of the Code;

● taxpayers whose functional currency is not the U.S. dollar;

● partnerships (including any entity or arrangement that is treated as a partnership) for U.S. federal income tax purposes or beneficial owners in such partnerships;

● holders who are controlled foreign corporations or PFICs;

● regulated investment companies;

● real estate investment trusts;

● grantor trusts;

● subchapter S corporations, or beneficial owners of such entities;

● cooperatives;

● personal holding companies;

● persons who acquired ATII securities or Forge Nano securities through the exercise or cancellation of employee stock options or otherwise as compensation for their services;

● persons owning (directly, indirectly, or constructively) 5% or more of the total combined voting power of all classes of stock entitled to vote of, or 5% or more of the total value of all classes of shares of, ATII or Pubco, except to the extent otherwise discussed herein;

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● taxpayers that hold their respective ATII securities or Forge Nano securities through a non-U.S. broker or other non-U.S. intermediary;

● U.S. expatriates or former long-term residents of the United States;

● persons that are subject to “applicable financial statement rules” under Section 451(b) of the Code;

● individual retirement or other tax-deferred accounts; or

● tax-exempt entities.

If a partnership (including any entity or arrangement that is treated as a partnership) for U.S. federal income tax purposes holds ATII securities or Forge Nano securities, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any ATII securities or Forge Nano securities and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the Business Combination, the Domestication Merger and an exercise of redemption rights by holders of ATII Public Shares in connection with the Business Combination and the Company Merger.

This discussion is based on the Code, and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations all as of the date hereof, changes to any of which subsequent to the date of this proxy statement/prospectus may affect the tax consequences described herein (possibly with retroactive effect).

This discussion does not take into account proposed changes in such tax laws and does not address any aspect of state, local or foreign taxation, or any U.S. federal taxes other than income taxes (such as estate or gift tax consequences, the alternative minimum tax or the Medicare tax on investment income). Each of the foregoing is subject to change, possibly with retroactive effect. You should consult your tax advisors with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

We have not and do not intend to seek any rulings from the U.S. Internal Revenue Service (the “IRS”) regarding the Business Combination, the Domestication Merger, the Company Mergers or an exercise of redemption rights by holders of ATII Public Shares in connection with the Business Combination or any other matters discussed in this proxy statement/prospectus. There can be no assurance that the IRS will not take positions concerning the tax consequences of the Business Combination, the Domestication Merger, the Company Mergers or an exercise of redemption rights by holders of ATII Public Shares in connection with the Business Combination or any other matters discussed in this proxy statement/prospectus that are inconsistent with the considerations discussed below or that any such positions would not be sustained by a court of competent jurisdiction.

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. ALL HOLDERS OF ATII ORDINARY SHARES AND ATII WARRANTS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION, THE DOMESTICATION MERGER AND AN EXERCISE OF REDEMPTION RIGHTS BY HOLDERS OF ATII PUBLIC SHARES IN CONNECTION WITH THE BUSINESS COMBINATION, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.

The term “U.S. holder” means a beneficial owner of ATII securities or Forge Nano securities that is, for U.S. federal income tax purposes:

● an individual who is a citizen or resident of the United States;

● a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) under the laws of the United States, any state thereof or the District of Columbia;

● an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

● a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more “United States persons” (within the meaning of the Code) have the authority to control all substantial decisions of the trust, or (ii) the trust has validly elected to be treated as a United States person.

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U.S. Holders

U.S. Federal Income Tax Consequences of the Domestication Merger to U.S. Holders of ATII securities

Tax Consequences of the Domestication Merger as a Reorganization to the Holders of ATII securities

It is intended that the Domestication Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code (a “Reorganization”) for U.S. federal income tax purposes. Due to the absence of direct guidance on the application of Section 368(a) of the Code to a statutory conversion of a corporation holding only investment-type assets such as ATII, this result is not entirely clear. However, the completion of the Domestication Merger is not conditioned upon the receipt of an opinion of ATII’s legal counsel regarding the U.S. federal income tax consequences of the Domestication Merger, and none of the parties to the Merger Agreement intend to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Domestication Merger. The remainder of this discussion assumes the Domestication Merger qualifies as a Reorganization.

Assuming the Domestication Merger qualifies as a Reorganization, U.S. holders generally will not recognize taxable gain or loss on the Domestication Merger for U.S. federal income tax purposes, except as provided below under the caption headings “— Effect of Section 367 of the Code to U.S. Holders” and “— PFIC Considerations — Effect of PFIC Rules on the Domestication Merger.” If so treated: (1) the tax basis of a share of Pubco Common Stock or a Pubco SPAC Warrant received by a U.S. holder in the Domestication Merger will equal the U.S. holder’s adjusted tax basis in the ATII Ordinary Shares or ATII Warrants, as the case may be, surrendered in exchange therefor, increased by any amount included in the income of such U.S. holder as a result of Section 367 of the Code (as discussed below) and (2) the holding period for a share of Pubco Common Stock or a Pubco SPAC Warrant received by a U.S. holder will include such U.S. holder’s holding period for the ATII Ordinary Shares or ATII Warrants surrendered in exchange therefor.

If the Domestication Merger fails to qualify as a Reorganization, a U.S. holder generally would recognize gain or loss with respect to its ATII Ordinary Shares and ATII Warrants in an amount equal to the difference between the fair market value of the shares of Pubco Common Stock and Pubco SPAC Warrants received in the Domestication Merger and the U.S. holder’s adjusted tax basis in its ATII Ordinary Shares and ATII Warrants surrendered in the Domestication Merger. In such event, such U.S. holder’s basis in the shares of Pubco Common Stock and Pubco SPAC Warrants would be equal to their fair market value on the date of the Domestication Merger, and such U.S. holder’s holding period for such shares of Pubco Common Stock and Pubco SPAC Warrants would begin on the day following the date of the Domestication Merger. Holders who hold different blocks of ATII Ordinary Shares and ATII Warrants (generally, ATII Ordinary Shares or ATII Warrants purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Because the Domestication Merger will occur prior to the redemption of ATII Public Shareholders that are U.S. holders and that exercise redemption rights in connection with the Business Combination, ATII Public Shareholders that are U.S. holders and exercising such redemption rights in connection with the Business Combination will be subject to the potential tax consequences of the Domestication Merger.

ALL ATII PUBLIC SHAREHOLDERS THAT ARE U.S. HOLDERS AND CONSIDERING EXERCISING REDEMPTION RIGHTS IN CONNECTION WITH THE BUSINESS COMBINATION ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE POTENTIAL TAX CONSEQUENCES OF THE DOMESTICATION MERGER AND AN EXERCISE OF SUCH REDEMPTION RIGHTS TO THEM.

Effect of Section 367 of the Code to U.S. Holders

Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in a Reorganization. Section 367 of the Code generally gives rise to gain recognition or other income inclusions with respect to certain U.S. persons in connection with transactions that would otherwise be non-recognition transactions for U.S. federal income tax purposes. Section 367(b) of the Code generally will apply to U.S. holders of ATII Ordinary Shares on the date of the Domestication Merger. Because the Domestication Merger will occur immediately prior to the redemption of holders of ATII Public Shares that exercise redemption rights in connection with the Business Combination, ATII Public Shareholders that are U.S. holders and exercising redemption rights in connection with the Business Combination will be subject to the potential tax consequences of Section 367 of the Code as a result of the Domestication Merger.

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U.S. Holders That Own ATII Ordinary Shares with a Fair Market Value of $50,000 or More and Less Than 10 Percent of the ATII Ordinary Shares

Subject to the discussion under “—PFIC Considerations” below, any U.S. holder who, at the Domestication Merger Effective Time, beneficially owns (directly, indirectly, or constructively, including as a result of applicable attribution rules) ATII Ordinary Shares with a fair market value of $50,000 or more but less than 10% of the total combined voting power of all classes of ATII Ordinary Shares entitled to vote and less than 10% of the total value of all classes of ATII Ordinary Shares will generally recognize gain (but not loss) with respect to the shares of Pubco Common Stock received in the Domestication Merger unless such holder elects to recognize the “all earnings and profits” amount attributable to such holder as described below. Any such gain would be equal to the excess of the fair market value of such shares of Pubco Common Stock received over the U.S. holder’s adjusted tax basis in the ATII Ordinary Shares deemed to be surrendered in exchange therefor. Subject to the PFIC rules discussed below, such gain would be capital gain for U.S. federal income tax purposes, and would be long-term capital gain if the U.S. holder held the ATII Ordinary Shares for longer than a period of one year. A U.S. holder’s ownership of ATII Warrants will be taken into account in determining such U.S. holder’s percentage ownership of ATII Ordinary Shares. Complex attribution rules apply in determining whether a U.S. holder owns 10% or more of the total combined voting power of all classes of ATII Ordinary Shares entitled to vote or owns 10% or more of the total value of all classes of ATII Ordinary Shares. All U.S. holders are urged to consult their tax advisors with respect to those attribution rules.

In lieu of recognizing any gain as described in the preceding paragraph, such a U.S. holder may instead elect to include in income the all earnings and profits amount attributable to its ATII Ordinary Shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. Amongst other requirements, the election must be attached by the U.S. holder to its timely filed U.S. federal income tax return for the year in which the Domestication Merger occurs, and the U.S. holder must send notice of making the election to Pubco no later than the date such tax return is filed. In connection with this election, upon written request, Pubco may in its discretion provide each U.S. holder eligible to make such an election with information regarding ATII’s earnings and profits.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT A TAX ADVISOR REGARDING THE CONSEQUENCES OF MAKING THE ELECTION DESCRIBED ABOVE AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH ELECTION.

U.S. Holders that Own ATII Ordinary Shares with a Fair Market Value of Less Than $50,000

Subject to the discussion in “—PFIC Considerations” below, a U.S. holder who, at the Domestication Merger Effective Time, beneficially owns (or is considered to own) ATII Ordinary Shares with a fair market value of less than $50,000 should not be required to recognize any gain or loss under Section 367(b) of the Code in connection with the Domestication, and generally should not be required to include any part of the all earnings and profits amount in income.

Tax Consequences for U.S. Holders of ATII Warrants

Subject to the considerations described above relating to a U.S. holder’s ownership of ATII Warrants being taken into account in determining whether such U.S. holder owns less than 10% of the ATII Ordinary Shares for purposes of Section 367(b) of the Code, and the discussion in “— PFIC Considerations” below, a U.S. holder of ATII Warrants generally should not be subject to U.S. federal income tax with respect to the exchange of ATII Warrants for Pubco SPAC Warrants as a result of the Domestication Merger.

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ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE DOMESTICATION TO THEM, INCLUDING WITH RESPECT TO THE EFFECT OF SECTION 367 OF THE CODE.

PFIC Considerations

In addition to Section 367(b) of the Code, the Domestication Merger may be a taxable event to U.S. holders to the extent that Section 1291(f) of the Code applies, if ATII is or ever was a PFIC under Section 1297 of the Code (as discussed further in “PFIC Considerations — Effect of PFIC Rules on the Domestication Merger” below).

General. A foreign corporation generally will be a PFIC for U.S. federal income tax purposes with respect to a taxable year of the foreign corporation if either:

● at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income; or

● at least 50% of its assets in a taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income.

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Whether ATII is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is generally subject to significant uncertainty. Nonetheless, based on the current composition of ATII’s income and assets, if the Domestication Merger occurs as contemplated in this proxy statement/prospectus, causing ATII’s current taxable year to end at such time for U.S. federal income tax purposes, ATII believes that it will likely be a PFIC for the current taxable year.

Consequences if a PFIC. If ATII is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of ATII Ordinary Shares or ATII Warrants and, in the case of ATII Ordinary Shares, such U.S. holder did not make a timely qualified electing fund (“QEF”) election for ATII’s first taxable year as a PFIC in which such U.S. holder held (or was deemed to hold) such ATII Ordinary Shares (or a QEF election along with a “purging election”) or did not make a timely mark-to-market election as discussed below, then as described below, such U.S. holder generally will be subject to special rules with respect to: (1) any gain recognized by the U.S. holder on the sale or other disposition of its ATII Ordinary Shares or ATII Warrants; and (2) any “excess distribution” made to the U.S. holder (generally, any distributions to such U.S. holder during a taxable year of the U.S. holder that are greater than 125% of the average annual distributions received by such U.S. holder in respect of the ATII Ordinary Shares during the three preceding taxable years of such U.S. holder or, if shorter, such U.S. holder’s holding period for the ATII Ordinary Shares).

Under these rules:

● the U.S. holder’s gain or excess distribution will be allocated ratably over the U.S. holder’s holding period for the ATII Ordinary Shares or ATII Warrants;

● the amount of gain allocated to the U.S. holder’s taxable year in which the U.S. holder recognized the gain or received the excess distribution, or to the period in the U.S. holder’s holding period before the first day of the first taxable year in which ATII is a PFIC, will be taxed as ordinary income;

● the amount of gain allocated to other taxable years (or portions thereof) of the U.S. holder and included in its holding period will be taxed at the highest rate in effect for that year and applicable to the U.S. holder; and

● the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. holder.

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Any “all earnings and profits amount” included in income by a U.S. holder for U.S. federal income tax purposes as a result of the Domestication Merger under Section 367 of the Code, as discussed above, would generally be treated as gain subject to these rules.

QEF Election. In general, if ATII is determined to be a PFIC, a U.S. holder may avoid the PFIC tax consequences described above in respect to its ATII Ordinary Shares by making a timely QEF election to include in income for U.S. federal income tax purposes its pro rata share of ATII’s net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed (unless an election is made), in each taxable year of the U.S. holder in which or with which ATII’s taxable year ends. The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a “PFIC Annual Information Statement,” to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances. However, in order to comply with the requirements of a QEF election, a U.S. holder must receive a PFIC annual information statement from ATII. Upon written request, ATII will endeavor to provide to a U.S. holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. holder to make and maintain a QEF election, but there can be no assurance that we have provided or that we will timely provide such required information.

A U.S. holder may not make a QEF election with respect to its ATII Warrants. As a result, if a U.S. holder of ATII Warrants sells or otherwise disposes of such ATII Warrants, any gain recognized for U.S. federal income tax purposes will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if ATII were a PFIC at any time during the period the U.S. holder held the ATII Warrants.

Mark-to-Market Election. Alternatively, if a U.S. holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. holder makes a valid mark-to-market election for the first taxable year of the U.S. holder in which the U.S. holder holds (or is deemed to hold) ATII Ordinary Shares and for which ATII is determined to be a PFIC, such U.S. holder generally will not be subject to the PFIC rules described above in respect of its ATII Ordinary Shares. Instead, in general, the U.S. holder will include as ordinary income for U.S. federal income tax purposes for each year the excess, if any, of the fair market value of its ATII Ordinary Shares at the end of its taxable year over the adjusted basis in its ATII Ordinary Shares. The U.S. holder also will be allowed to take an ordinary loss for U.S. federal income tax purposes in respect of the excess, if any, of the adjusted basis of its ATII Ordinary Shares over the fair market value of its ATII Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income, i.e., net of mark-to-market losses, as a result of the mark-to-market election). The U.S. holder’s basis in its ATII Ordinary Shares will be adjusted to reflect any such income or loss amounts, and the required income inclusions as well as any further gain recognized on a sale or other taxable disposition of the ATII Ordinary Shares will be treated as ordinary income for U.S. federal income tax purposes. Any amount allowed as a deduction under the mark-to-market regime will be treated as an ordinary loss for U.S. federal income tax purposes. Currently, a mark-to-market election may not be made with respect to warrants, including ATII Warrants.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the SEC, including Nasdaq (on which ATII Public Shares have been listed), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. holders are urged to consult their tax advisors regarding the availability and tax consequences of a mark-to-market election in respect of the ATII Public Shares under their particular circumstances.

Effect of PFIC Rules on the Domestication Merger. Even if the Domestication Merger qualifies as a Reorganization, Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person that disposes of stock of a PFIC (including rights to acquire stock of a PFIC, such as the ATII Warrants) must recognize gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. Proposed Treasury Regulations under Section 1291(f) of the Code, or the “Proposed Regulations”, were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their current form, or if gain recognition under Section 1291(f) of the Code is effective even in the absence of final Treasury Regulations, the Proposed Regulations may require taxable gain recognition by a U.S. holder subject to the PFIC rules with respect to its exchange of ATII Ordinary Shares or ATII Warrants for shares of Pubco Common Stock or Pubco SPAC Warrants received in the Domestication Merger if ATII were a PFIC at any time during such U.S. holder’s holding period in ATII Ordinary Shares or ATII Warrants. Therefore, U.S. holders of ATII Ordinary Shares that have not made a timely QEF election

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or mark-to-market election (as described above) and U.S. holders of ATII Warrants may, pursuant to the Proposed Regulations, be subject to taxation on the Domestication Merger to the extent their shares have a fair market value in excess of their tax basis. Any such gain would generally be treated as an “excess distribution” made in the year of the Domestication Merger Effective Time and subject to the special tax and interest charge rules discussed above.

It is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted if at all, and, further, whether the IRS would take the position that Section 1291(f) of the Code is effective in the absence of final Treasury Regulations. The rules dealing with PFICs and with the QEF election and “purging election” (or a mark-to-market election) are complex and are affected by various factors in addition to those described above. Accordingly, a U.S. holder of ATII Ordinary Shares or ATII Warrants should consult its tax advisors concerning the application of the PFIC rules to such securities under such U.S. holder’s particular circumstances.

Effect to U.S. Holders of ATII Public Shares Exercising Redemption Rights

This section is addressed to U.S. holders of ATII Public Shares (which will be exchanged for shares of Pubco Common Stock in the Domestication Merger) that elect to exercise redemption rights in connection with the Business Combination to receive cash in exchange for their ATII Public Shares and, because the Domestication Merger will occur immediately prior to the redemption of ATII Public Shares by U.S. holders that exercise redemption rights in connection with the Business Combination, is subject in its entirety to the discussion of the Domestication Merger, the PFIC rules and Section 367 of the Code as discussed above.

The U.S. federal income tax consequences to a U.S. holder of ATII Public Shares (which will be exchanged for shares of Pubco Common Stock in the Domestication Merger) that exercises its redemption rights in connection with the Business Combination to receive cash from the Trust Account in exchange for all or a portion of its ATII Public Shares will depend on whether the redemption qualifies as a sale of the ATII Public Shares redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the redemption qualifies as a sale of such U.S. holder’s ATII Public Shares redeemed, the U.S. holder will generally recognize capital gain or capital loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received and such U.S. holder’s tax basis in the ATII Public Shares redeemed in connection with the Business Combination (which basis will depend on the treatment of the Domestication Merger, including under Section 367 of the Code and the PFIC rules, as described above).

Whether a redemption qualifies for sale treatment will generally depend on the total amount of ATII Public Shares treated as held by the U.S. holder (including any ATII Public Shares constructively owned by the U.S. holder as a result of owning ATII Public Warrants) relative to all ATII Public Shares outstanding both before and after the redemption in connection with the Business Combination (which will include any shares of Pubco Common Stock issued under the PIPE Financing). The redemption of ATII Public Shares will generally be treated as a sale of the ATII Public Shares (rather than as a corporate distribution) if the redemption in connection with the Business Combination (1) is “substantially disproportionate” with respect to the U.S. holder, (2) results in a “complete termination” of the U.S. holder’s interest in Pubco or (3) is “not essentially equivalent to a dividend” with respect to the U.S. holder.

In determining whether any of the foregoing tests are satisfied, a U.S. holder takes into account not only ATII Public Shares actually owned by the U.S. holder, but also ATII Public Shares constructively owned by the U.S. holder. A U.S. holder may constructively own, in addition to ATII Public Shares owned directly, ATII Public Shares owned by certain related individuals and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as any ATII Public Shares that the U.S. holder has a right to acquire by exercise of an option, which would generally include ATII Public Shares which could be acquired pursuant to an exercise of any ATII Public Warrants held by such U.S. holder.

In order to meet the substantially disproportionate test, the percentage of the outstanding voting shares actually and constructively owned by the U.S. holder immediately following the redemption of ATII Public Shares in connection with the Business Combination must, among other requirements, be less than 80% of the percentage of the outstanding voting shares actually and constructively owned by the U.S. holder immediately before the redemption of ATII Public Shares in connection with the Business Combination. Prior to the Domestication Merger Effective Time, the ATII Public Shares may not be considered voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of such U.S. holder’s interest if either (i) all of the ATII Public Shares actually and constructively owned by such U.S. holder are redeemed in connection with the Business Combination or (ii) all of the ATII Public Shares actually owned by such U.S. holder are redeemed in connection with the Business Combination and such U.S. holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of any ATII Public Shares actually and constructively owned by certain family members and such U.S.

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holder does not constructively own any other ATII Public Shares and otherwise complies with specific conditions. In order for the redemption of ATII Public Shares in connection with the Business Combination to not be essentially equivalent to a dividend, the redemption must result in a “meaningful reduction” of the U.S. holder’s proportionate interest in Pubco following the Domestication Merger. Whether the redemption will result in a meaningful reduction in a U.S. holder’s proportionate interest in the Pubco following the Domestication Merger will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a minority stockholder in a publicly-held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If the redemption in connection with the Business Combination does not qualify as a sale of the ATII Public Shares redeemed, the U.S. holder will be treated as receiving a corporate distribution from Pubco at the Domestication Merger Effective Time. Such distribution will generally be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of the current or accumulated earnings and profits (as determined under U.S. federal income tax principles) of Pubco at the Domestication Merger Effective Time. Distributions in excess of any such earnings and profits will generally be applied against and reduce the U.S. holder’s basis in its other ATII Public Shares (but not below zero) and, to the extent in excess of such basis, will be treated as capital gain for U.S. federal income tax purposes from the sale or exchange of such redeemed ATII Public Shares. After the application of these rules, any remaining tax basis of the U.S. holder in such U.S. holder’s redeemed ATII Public Shares will generally be added to the U.S. holder’s adjusted tax basis in its remaining ATII Public Shares, or, if it has none, to the U.S. holder’s adjusted tax basis in its ATII Public Warrants or possibly in other ATII Public Shares constructively owned by such holder.

Because the Domestication Merger will occur immediately prior to the redemption of ATII Public Shares by U.S. holders that exercise redemption rights in connection with the Business Combination, U.S. holders exercising such redemption rights will be subject to the potential tax consequences of Section 367 of the Code and the U.S. federal income tax rules relating to PFICs as a result of the Domestication Merger discussed further above.

U.S. holders who directly, indirectly, or constructively own five percent or more of shares of Pubco Common Stock at the Domestication Merger Effective Time (by vote or value) may be subject to special reporting requirements with respect to a redemption of ATII Public Shares in connection with the Business Combination, and such U.S. holders should consult with their tax advisors with respect to any applicable reporting requirements.

All U.S. holders are urged to consult with their tax advisors as to the tax consequences of a redemption of all or a portion of their ATII Public Shares pursuant to an exercise of redemption rights in connection with the Business Combination.

U.S. Federal Income Tax Consequences to U.S. Holders of Shares of Pubco Common Stock and Pubco SPAC Warrants of the Company Mergers

A U.S. holder that holds shares of Pubco Common Stock and Pubco SPAC Warrants at the Domestication Merger Effective Time generally should not recognize gain or loss for U.S. federal income tax purposes solely as a result of the Company Mergers.

U.S. Federal Income Tax Consequences of the Company Mergers to U.S. Holders of Forge Nano securities

Subject to the qualifications and limitations set forth herein, the Company Mergers, considered together, will qualify under the “reorganization” provisions of Section 368(a) of the Code, and U.S. holders of Forge Nano securities generally with not recognize any gain or loss as a result of the Company Mergers. Pursuant to the Company Mergers, U.S. holders of Forge Nano securities will receive shares of Pubco Common Stock in exchange for their Forge Nano securities. Each U.S. holder’s tax basis in the Pubco Common Stock received in the Company Mergers will be the same as his, her or its tax basis in Forge Nano securities surrendered in the Company Mergers in exchange therefor. The holding period of the Pubco Common Stock received in the Company Mergers by the U.S. holder will include the holding period of Forge Nano securities surrendered in the Company Mergers in exchange therefor.

If the Company Mergers fail to qualify as a “reorganization” under Section 368(a) of the Code, a U.S. holder of Forge Nano securities would recognize gain or loss in an amount equal to the difference between (1) the fair market value of the shares of Pubco Common Stock received in exchange for such surrendered Forge Nano securities upon completion of the Company Mergers and (2) the holder’s basis in Forge Nano securities surrendered. Gain or loss on each block of Forge Nano securities (generally shares acquired at the same cost in a single transaction) will be calculated separately. Gain or loss on surrendered Forge Nano securities generally will be capital gain or loss, and will be long-term capital gain or loss if such Forge Nano securities have been held for more than one year at the time of the Company Mergers. Long-term capital gain of non-corporate U.S. holders (including individuals) generally is taxed at reduced U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. A U.S. holder’s

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tax basis in the Pubco securities received in the Company Mergers would be equal to the fair market value thereof as of the Second Effective Time, and the U.S. holder’s holding period in such Pubco securities would begin on the day following the Company Mergers.

All U.S. holders are urged to consult their tax advisors as to the tax consequences to them of the Company Mergers under such holder’s particular circumstances.

U.S. Federal Income Tax Consequences of Ownership and Disposition of Pubco Common Stock and Pubco Warrants

Taxation of Distributions on Pubco Common Stock

In general, distributions of cash or other property to U.S. holders of Pubco Common Stock (other than certain distributions of Pubco stock or rights to acquire Pubco stock) generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Pubco’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in its Pubco Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Pubco Common Stock and will be treated as described below under the section entitled “— Gain or Loss on Sale, Exchange or Other Taxable Disposition of Pubco securities”.

Dividends paid to a U.S. holder that is treated as a taxable corporation for U.S. federal income tax purposes generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. holder may constitute “qualified dividend income” that will be subject to tax at reduced rates accorded to long-term capital gains.

Gain or Loss on Sale, Exchange or Other Taxable Disposition of Pubco Securities

Upon a sale or other taxable disposition of Pubco securities (which, in general, would include a redemption of Pubco SPAC Warrants that is treated as a sale of such warrants as described below), a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. holder’s adjusted tax basis in the Pubco securities. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the Pubco securities so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Generally, the amount of gain or loss recognized by a U.S. holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. holder’s adjusted tax basis in its Pubco securities so disposed of. See the section entitled “— U.S. Federal Income Tax Consequences of the Domestication Merger to U.S. Holders of ATII Securities” above for discussion of a U.S. holder’s adjusted tax basis in its Pubco securities following the Domestication Merger. See the section entitled “— Exercise, Lapse or Redemption of Pubco SPAC Warrants” below for a discussion regarding a U.S. holder’s tax basis in Pubco Common Stock acquired pursuant to the exercise of a Pubco SPAC Warrant.

Exercise, Lapse or Redemption of Pubco SPAC Warrants

A U.S. holder generally will not recognize taxable gain or loss on the acquisition of Pubco Common Stock upon exercise of Pubco SPAC Warrants for cash. The U.S. holder’s tax basis in the Pubco Common Stock received upon exercise of the Pubco SPAC Warrants generally will be an amount equal to the sum of the U.S. holder’s tax basis in the Pubco SPAC Warrants and the exercise price. It is unclear whether the U.S. holder’s holding period for the Pubco Common Stock received upon exercise of the Pubco SPAC Warrants will begin on the date following the date of exercise or on the date of exercise of the Pubco SPAC Warrants; in either case, the holding period will not include the period during which the U.S. holder held the Pubco SPAC Warrants. If any Pubco SPAC Warrants are allowed to lapse unexercised, a U.S. holder generally will recognize a capital loss equal to such holder’s tax basis in the lapsed Pubco SPAC Warrants.

The tax consequences of a cashless exercise of Pubco SPAC Warrants are not clear under current tax law. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a U.S. holder’s basis in the Pubco Common Stock received would equal the U.S. holder’s basis in the Pubco SPAC Warrants exercised therefor. If the cashless exercise were treated as not being a realization event, it

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is unclear whether a U.S. holder’s holding period in the Pubco Common Stock would be treated as commencing on the date following the date of exercise or on the date of exercise of the Pubco SPAC Warrants; in either case, the holding period would not include the period during which the U.S. holder held the Pubco SPAC Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Pubco Common Stock would include the holding period of the Pubco SPAC Warrants exercised therefor.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. holder could be deemed to have surrendered a number of Pubco SPAC Warrants equal to the number of shares of Pubco Common Stock having a value equal to the exercise price for the total number of Pubco SPAC Warrants to be exercised. In such case, the U.S. holder would recognize capital gain or loss with respect to the Pubco SPAC Warrants deemed surrendered in an amount equal to the difference between the fair market value of the Pubco Common Stock that would have been received in a regular exercise of the Pubco SPAC Warrants deemed surrendered and the U.S. holder’s tax basis in the Pubco SPAC Warrants deemed surrendered. In this case, a U.S. holder’s aggregate tax basis in the Pubco Common Stock received would equal the sum of the U.S. holder’s tax basis in the Pubco SPAC Warrants deemed exercised and the aggregate exercise price of such Pubco SPAC Warrants. It is unclear whether a U.S. holder’s holding period for the Pubco Common Stock would commence on the date following the date of exercise or on the date of exercise of the Pubco SPAC Warrants; in either case, the holding period would not include the period during which the U.S. holder held the Pubco SPAC Warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. holder’s holding period would commence with respect to the Pubco Common Stock received, there can be no assurance regarding which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. holders should consult their tax advisors regarding the tax consequences of a cashless exercise.

If Pubco redeems Pubco SPAC Warrants for cash or if it purchases Pubco SPAC Warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. holder, taxed as described above under the section entitled “— Gain or Loss on Sale, Exchange or Other Taxable Disposition of Pubco securities”.

Possible Constructive Distributions

The terms of each Pubco Warrant provide for an adjustment to the number of shares of Pubco Common Stock for which the Pubco Warrant may be exercised or to the exercise price of the Pubco Warrant in certain events. An adjustment which has the effect of preventing dilution generally is not taxable. A U.S. holder of the Pubco SPAC Warrants would, however, be treated as receiving a constructive distribution from Pubco if, for example, the adjustment increases the U.S. holder’s proportionate interest in Pubco’s assets or earnings and profits (for example, through an increase in the number of shares of Pubco Common Stock that would be obtained upon exercise or through a decrease in the exercise price of the Pubco Warrant), which adjustment may be made as a result of a distribution of cash or other property, such as other securities, to the holders of Pubco securities, or as a result of the issuance of a stock dividend to holders of Pubco Common Stock, in each case, which is taxable to the holders of such shares as a distribution. Such constructive distribution would be subject to tax as described above under the section entitled “— Taxation of Distributions on Pubco Common Stock” in the same manner as if the U.S. holders of the Pubco SPAC Warrants received a cash distribution from Pubco equal to the fair market value of such increased interest.

Non-U.S. Holders

A “non-U.S. holder” is a beneficial owner of Pubco Common Stock or Pubco SPAC Warrants that is, for U.S. federal income tax purposes:

● a non-resident alien individual;

● a foreign corporation; or

● an estate or trust that is not a U.S. holder.

Such term, however, generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual, you are urged to consult your tax advisor regarding the U.S. federal income tax consequences of the sale or other disposition of Pubco Common Stock or Pubco SPAC Warrants.

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Effects of the Domestication Merger to Non-U.S. Holders

ATII does not expect the Domestication Merger to result in any material U.S. federal income tax consequences to non-U.S. holders of ATII Ordinary Shares or ATII Warrants, whether the Domestication Merger is treated as a Reorganization, and thus a non-recognition event, or whether the Domestication Merger is treated as a taxable exchange, whereby the U.S. federal income tax consequences to a non-U.S. holder generally will be as described below under “— Gain or Loss on Sale, Exchange or Other Taxable Disposition of Pubco Securities.”

The following describes certain material U.S. federal income tax considerations relating to the ownership and disposition of Pubco Common Stock and Pubco SPAC Warrants by a non-U.S. holder following the Domestication Merger.

Tax Consequences to Non-U.S. Holders That Elect to Exercise Redemption Rights

This section is addressed to non-U.S. holders of ATII Public Shares that elect to exercise redemption rights in connection with the Business Combination to receive cash in exchange for all or a portion of their ATII Public Shares. For purposes of this discussion, a “redeeming non-U.S. holder” is a non-U.S. holder that elects to exercise redemption rights in connection with the Business Combination in respect of all or a portion of its ATII Public Shares.

The Domestication Merger will occur immediately prior to the redemption in connection with the Business Combination of non-U.S. holders that exercise redemption rights with respect to ATII Public Shares. The U.S. federal income tax consequences to a redeeming non-U.S. holder will depend on whether the redemption qualifies as a sale of the ATII Public Shares redeemed in connection with the Business Combination, as described above under “— U.S. Holders — Effects on U.S. Holders of ATII Public Shares Exercising Redemption Rights.” If such a redemption qualifies as a sale of ATII Public Shares, the U.S. federal income tax consequences to the redeeming non-U.S. holder generally will be as described above under “— Gain or Loss on Sale, Exchange or Other Taxable Disposition of Pubco securities.” If such a redemption does not qualify as a sale of ATII Public Shares, the redeeming non-U.S. holder generally will be treated as receiving a distribution, the U.S. federal income tax consequences of which are described above under “— Taxation of Distributions on Pubco Common Stock.”

U.S. Federal Income Tax Consequences of the Company Mergers to Non-U.S. Holders of Forge Nano Securities

Subject to the qualifications and limitations set forth herein, the Company Mergers, considered together, will qualify under the “reorganization” provisions of Section 368(a) of the Code, and non-U.S. holders of Forge Nano securities generally will not recognize any gain or loss as a result of the Company Mergers. Pursuant to the Company Mergers, non-U.S. holders of Forge Nano securities will receive Pubco Common Stock in exchange for their Forge Nano securities. Each non-U.S. holder’s tax basis in the Pubco Common Stock received in the Company Mergers will be the same as his, her or its tax basis in Forge Nano securities surrendered in the Company Mergers in exchange therefor. The holding period of the Pubco Common Stock received in the Company Mergers by the non-U.S. holder will include the holding period of Forge Nano securities surrendered in the Company Mergers in exchange therefor.

If the Company Mergers fail to qualify as a “reorganization” under Section 368(a) of the Code, a non-U.S. holder of Forge Nano securities would be subject to the rules described in the section entitled “— Gain or Loss on Sale, Exchange or Other Taxable Disposition of Pubco securities” below for non-U.S. holders of Pubco securities.

Effects of the Domestication Merger to Non-U.S. Holders

ATII does not expect the Domestication Merger to result in any material U.S. federal income tax consequences to non-U.S. holders of ATII Ordinary Shares or ATII Warrants, whether the Domestication Merger is treated as a Reorganization, and thus a non-recognition event, or whether the Domestication Merger is treated as a taxable exchange, whereby the U.S. federal income tax consequences to a non-U.S. holder generally will be as described below under in “Gain or Loss on Sale, Exchange or Other Taxable Disposition of Pubco securities.”

The following describes certain material U.S. federal income tax considerations relating to the ownership and disposition of Pubco Common Stock and Pubco SPAC Warrants by a non-U.S. holder following the Domestication Merger.

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U.S. Federal Income Tax Consequences of Ownership and Disposition of Pubco Common Stock and Pubco SPAC Warrants

Taxation of Distributions on Pubco Common Stock

Any distribution of cash or property (or a constructive distribution) Pubco makes following the Domestication Merger to a non-U.S. holder of shares of Pubco Common Stock, to the extent paid out of Pubco’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), generally will constitute a dividend for U.S. federal income tax purposes. Any such dividends paid or deemed paid to a non-U.S. holder in respect of shares of Pubco Common Stock that are not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States, as described below, generally will be subject to U.S. federal withholding tax for U.S. federal income tax purposes at a rate of 30% of the gross amount of the dividend, unless such non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). Any such distribution not constituting a dividend generally will be treated, for U.S. federal income tax purposes, first as reducing the non-U.S. holder’s adjusted tax basis in such shares of Pubco Common Stock (but not below zero) and, to the extent such distribution exceeds the non-U.S. holder’s adjusted tax basis, as gain from the sale or other taxable disposition of such shares of Pubco Common Stock, which will be treated as described under “— Gain or Loss on Sale, Exchange or Other Taxable Disposition of Pubco securities” below.

Dividends (including constructive dividends) Pubco pays following the Domestication Merger to a non-U.S. holder that are effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base of the non-U.S. holder) generally will not be subject to the foregoing U.S. federal withholding tax for U.S. federal income tax purposes, provided such non-U.S. holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, unless an applicable income tax treaty provides otherwise, such dividends generally will be subject to U.S. federal income tax, net of certain deductions, at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder. In addition, if the non-U.S. holder is a corporation, such holder’s effectively connected earnings and profits (subject to adjustments) may be subject to a U.S. federal “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

Gain or Loss on Sale, Exchange or Other Taxable Disposition of Pubco Securities

A non-U.S. holder generally will not be subject to U.S. federal income tax in respect of gain recognized on a sale, exchange or other disposition of Pubco Common Stock or Pubco SPAC Warrants unless:

● the gain is effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base of the non-U.S. holder);

● the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or

● Either Pubco or ATII is or has been a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the non-U.S. holder’s holding period, and either (i) the date on which shares of Pubco Common Stock or ATII Public Shares ceased to be regularly traded on an established securities market or (ii) the non-U.S. holder has owned or is deemed to have owned under constructive ownership rules, at any time during the shorter of the five-year period preceding the disposition or the non-U.S. holder’s holding period, more than 5% of outstanding shares of Pubco Common Stock or ATII Public Shares, as applicable.

Unless an applicable tax treaty provides otherwise, any gain described in the first bullet point above generally will be subject to U.S. federal income tax, net of certain deductions, at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder and, in addition, a non-U.S. holder described in the first bullet point that is a foreign corporation will be subject to U.S. federal “branch profits tax” at a 30% rate (or a lower applicable tax treaty rate) on such non-U.S. holder’s effectively connected earnings and profits (subject to adjustments).

Any gain of a non-U.S. holder described in the second bullet point above (which may be offset by U.S. source capital losses during the taxable year of the disposition) generally will be subject to a flat 30% U.S. federal income tax rate (or a lower applicable tax treaty rate).

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Unless an applicable tax treaty provides otherwise, any gain described in the third bullet point above that is recognized by such non-U.S. holder on the sale, exchange or other disposition of shares of Pubco Common Stock or Pubco SPAC Warrants generally will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of such shares of Pubco Common Stock or Pubco SPAC Warrants from a non-U.S. holder may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such disposition if such shares of Pubco Common Stock or Pubco SPAC Warrants are not treated as “regularly traded on an established securities market.” Pubco will generally be classified as a USRPHC if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. Pubco does not expect to be classified as a USRPHC following the Business Combination. However, such determination is factual in nature and subject to change, and no assurance can be provided as to whether Pubco is or will be a USRPHC with respect to a non-U.S. holder following the Business Combination or at any future time.

Exercise, Lapse or Redemption of Pubco SPAC Warrants

A non-U.S. holder generally will not recognize taxable gain or loss on the acquisition of Pubco Common Stock upon exercise of Pubco SPAC Warrants for cash. The non-U.S. holder’s tax basis in the share of Pubco Common Stock received upon exercise of Pubco SPAC Warrants generally will be an amount equal to the sum of the non-U.S. holder’s tax basis in such Pubco SPAC Warrants and the exercise price. It is unclear whether the non-U.S. holder’s holding period for the Pubco Common Stock received upon exercise of the Pubco SPAC Warrants will begin on the date following the date of exercise or on the date of exercise of the Pubco SPAC Warrants; in either case, the holding period will not include the period during which the non-U.S. holder held the Pubco SPAC Warrants. If any Pubco SPAC Warrants are allowed to lapse unexercised, a non-U.S. holder generally will recognize a capital loss equal to such holder’s tax basis in such lapsed Pubco SPAC Warrants and generally will be taxed as described above under “— Gain or Loss on Sale, Exchange or Other Taxable Disposition of Pubco securities”.

Pubco SPAC Warrants may be exercised on a cashless basis in certain circumstances. The U.S. federal income tax characterization of a cashless exercise of Pubco SPAC Warrants is not clear under current tax law. A cashless exercise may not be a taxable exchange, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a non-U.S. holder’s tax basis in the Pubco Common Stock received would equal the non-U.S. holder’s tax basis in the Pubco SPAC Warrants exercised therefor. If the cashless exercise were treated as not being a realization event, it is unclear whether a non-U.S. holder’s holding period in the Pubco Common Stock would be treated as commencing on the date following the date of exercise or on the date of exercise of the Pubco SPAC Warrants; in either case, the holding period would not include the non-U.S. holder’s holding period for the Pubco SPAC Warrants exercised therefor.

If the cashless exercise were treated as a recapitalization, the holding period of the Pubco Common Stock would include the holding period of the Pubco SPAC Warrants exercised therefor.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a non-U.S. holder could be deemed to have surrendered a number of Pubco SPAC Warrants equal to the number of shares of Pubco Common Stock having a value equal to the exercise price for the total number of Pubco SPAC Warrants to be exercised. In such case, the non-U.S. holder would recognize capital gain or loss with respect to the Pubco SPAC Warrants deemed surrendered in an amount equal to the difference between the fair market value of the Pubco Common Stock that would have been received in a regular exercise of the Pubco SPAC Warrants deemed surrendered and the non-U.S. holder’s tax basis in the Pubco SPAC Warrants deemed surrendered. Any gain or loss recognized by a non-U.S. holder generally will be taxed as described above in “— Gain or Loss on Sale, Exchange or Other Taxable Disposition of Pubco securities”. It is unclear whether a non-U.S. holder’s holding period for the Pubco Common Stock would commence on the date following the date of exercise or on the date of exercise of the Pubco SPAC Warrants; in either case, the holding period would not include the non-U.S. holder’s holding period for the Pubco SPAC Warrants exercised therefor.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a non-U.S. holder’s holding period would commence with respect to the Pubco Common Stock received, there can be no assurance regarding which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, non-U.S. holders should consult their tax advisors regarding the tax consequences of a cashless exercise.

If Pubco redeems Pubco SPAC Warrants for cash or if Pubco purchases Pubco SPAC Warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the non-U.S. holder, taxed as described above under “— Gain or Loss on Sale, Exchange or Other Taxable Disposition of Pubco securities”.

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non-U.S. holders should consult their tax advisors regarding the tax consequences of the exercise, lapse, or redemption of Pubco SPAC Warrants.

Possible Constructive Distributions

The terms of each Pubco SPAC Warrant provide for an adjustment to the number of shares of Pubco Common Stock for which the Pubco SPAC Warrant may be exercised or to the exercise price of the Pubco SPAC Warrant in certain events. An adjustment which has the effect of preventing dilution generally is not a taxable event. A non-U.S. holder of the Pubco SPAC Warrants would, however, be treated as receiving a constructive distribution from Pubco if, for example, the adjustment increases the non-U.S. holder’s proportionate interest in Pubco’s assets or earnings and profits (for example, through an increase in the number of shares of Pubco Common Stock that would be obtained upon exercise or through a decrease in the exercise price of the Pubco SPAC Warrant), which adjustment may be made as a result of a distribution of cash or other property, such as other securities, to the holders of shares of Pubco stock, or as a result of the issuance of a stock dividend to holders of shares of Pubco stock, in each case, which is taxable to the holders of such stock as a distribution. Any constructive distribution received by a non-U.S. holder would be subject to U.S. federal income tax (including any applicable withholding) in the same manner as if such non-U.S. holder received a corporate distribution from Pubco equal to the fair market value of such increased interest without any corresponding receipt of cash, the U.S. federal income tax consequences of which are described above under “— Taxation of Distributions on Pubco Common Stock”.

ALL NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE DOMESTICATION MERGER AND THE COMPANY MERGERS TO THEM.

Information Reporting and Backup Withholding

Dividend payments with respect to shares of Pubco Common Stock and proceeds from the sale, exchange or redemption of shares of Pubco Common Stock or Pubco SPAC Warrants may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. holder who furnishes a correct taxpayer identification number on an IRS Form W-9 and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

A Non-U.S. holder generally will eliminate the requirement for information reporting (other than with respect to dividends) and backup withholding by providing certification of its non-U.S. status on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Any amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, if any, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

Foreign Account Tax Compliance Act

Pursuant to the Foreign Account Tax Compliance Act, set forth in Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as “FATCA”), foreign financial institutions (which include hedge funds, private equity funds, mutual funds and any other investment vehicles regardless of their size) must comply with information reporting rules with respect to their U.S. account holders and investors or bear a withholding tax on certain payments made to them (including such payments made to them in their capacity as intermediaries). Generally, if a foreign financial institution or certain other foreign entity does not comply with these reporting requirements, “withholdable payments” to the noncomplying entity will be subject to a 30% withholding tax. For this purpose, withholdable payments include U.S.-source payments otherwise subject to nonresident withholding tax and, subject to the discussion of the proposed Treasury Regulations below, the entire gross proceeds from the sale of certain equity or debt instruments of U.S. issuers. This withholding tax will apply to a non-compliant foreign financial institution regardless of whether the payment would otherwise be exempt from U.S. nonresident withholding tax.

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Withholding under FATCA will generally apply to payments of dividends on shares of Pubco Common Stock to foreign financial institutions that are not in compliance with FATCA. The U.S. Department of the Treasury has released proposed regulations which, if finalized in their present form, would eliminate the U.S. federal withholding tax for U.S. federal income tax purposes of 30% applicable to the gross proceeds of a sale or disposition of equity interests. In its preamble to the proposed regulations, the U.S. Department of the Treasury stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Similar withholding requirements to the foregoing apply to dividends on and, subject to the proposed regulations, gross proceeds from the sale of, shares of Pubco Common Stock held by an investor that is a non-financial foreign entity unless such entity provides certain information regarding the entity’s “substantial United States owners,” which the applicable withholding agent will in turn be required to provide to the Secretary of the Treasury.

If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above, the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. Each non-U.S. holder is urged to consult its tax advisor regarding these rules and whether they may be relevant to such non-U.S. holder’s ownership and disposition of shares of Pubco Common Stock and Pubco SPAC Warrants.

Foreign entities located in jurisdictions that have entered into intergovernmental agreements with the United States in connection with FATCA may be subject to different rules. All holders are urged to consult with their tax advisors regarding the possible implications of the above rules under, or related to, FATCA on their investment in SHARES OF Pubco Common Stock and Pubco SPAC Warrants.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The following unaudited pro forma condensed combined financial information presents the combination of financial information of ATII and Forge Nano, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). ATII has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

The following unaudited pro forma condensed combined balance sheet as of March 31, 2026, assumes that the Business Combination occurred on March 31, 2026. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, assume that the Business Combination occurred on January 1, 2025, the beginning of the earliest periods presented.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what Pubco’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of Pubco. The actual financial position and results of operations of Pubco may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of ATII was derived from the unaudited consolidated financial statements of ATII as of and for the three months ended March 31, 2026 and the audited consolidated financial statements of ATII for the year ended December 31, 2025, included elsewhere in this proxy statement/​prospectus. The historical financial information of Forge Nano was derived from the unaudited consolidated financial statements of Forge Nano as of and for the three months ended March 31, 2026, and the audited consolidated financial statements of Forge Nano for the year ended December 31, 2025, which are included elsewhere in this proxy statement/prospectus. This information should be read together with ATII’s and Forge Nano’s audited financial statements, and related notes, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ATII” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Forge Nano” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Business Combination

On April 20, 2026, ATII, Pubco, Merger Sub I, Merger Sub II and Forge Nano entered into the Merger Agreement, pursuant to which, and subject to the terms and conditions set forth therein, ATII will re-domicile and become a Delaware corporation by merging with Pubco, following which the separate corporate existence of ATII will cease and Pubco will continue as the surviving corporation. At the Domestication Merger Effective Time, Pubco will adopt Delaware organizational documents, which will provide, among other things, that the name of Pubco will be changed to “Forge Nano Holdings Inc.”

Immediately prior to the Domestication Merger Effective Time, each then issued and outstanding ATII Unit will separate and convert automatically into one ATII Ordinary Share and one-half of one ATII Warrant, and all ATII Units will cease to be outstanding and will cease to exist. At the Domestication Merger Effective Time, each then issued and outstanding ATII Ordinary Share (which, for the avoidance of doubt, includes ATII Ordinary Shares held as a result of the separation of the ATII Units) will be cancelled in exchange for the right to receive one share of Pubco Common Stock and each ATII Warrant that is outstanding and unexercised shall convert automatically into one Pubco SPAC Warrant pursuant to the terms of the Warrant Agreement.

For more information, please see the section of this proxy statement entitled “Proposal No. 2 – The Domestication Merger Proposal.”

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Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, at least one (1) day following the Domestication Merger Effective Time, Merger Sub I will merge with and into Forge Nano, with Forge Nano surviving as the Initial Surviving Corporation and as a result of which the holders of the issued and outstanding capital stock of Forge Nano will receive shares of Pubco Common Stock in exchange for the issued and outstanding capital stock of Forge Nano. As a result of the First Company Merger, Forge Nano will become a wholly-owned subsidiary of Pubco.

At the First Effective Time: (i) each share of each class of Forge Nano Preferred Stock that is issued and outstanding immediately prior to the First Effective Time shall be converted into shares of Forge Nano Common Stock pursuant to Forge Nano’s organizational documents as in effect immediately prior to the First Effective Time; (ii) each share of Forge Nano Common Stock that is issued and outstanding immediately prior to the First Effective Time (including shares of Forge Nano Common Stock issued upon conversion of the shares of Forge Nano Preferred Stock, but not including treasury shares which will be canceled immediately prior to the First Effective Time) will be cancelled and automatically converted into the right to receive, without interest, the Applicable Per Share Merger Consideration; (iii) each Forge Nano Warrant that is issued and outstanding and unexpired immediately prior to the First Effective Time will be assumed by Pubco and become a corresponding Pubco Forge Nano Warrant, subject to the same terms and conditions (including vesting and exercisability) as were applicable to the corresponding Forge Nano Warrant immediately prior to the First Effective Time; and (iv) each Forge Nano Ascent Option that is issued and outstanding and unexpired immediately prior to the First Effective Time will be cancelled and converted into one Pubco Ascent Warrant pursuant to the Pubco Ascent Warrant Agreement, substantially in the form attached to the Merger Agreement.

At the First Effective Time, each Forge Nano Option that is issued and outstanding and unexpired immediately prior to the First Effective Time will be converted into one Pubco Option on substantially the same terms and conditions, including with respect to vesting and termination-related provisions (as applicable, except that such Pubco Options will relate to the number of whole shares of Pubco Common Stock (rounded down to the nearest whole share) equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Forge Nano Common Stock subject to such Forge Nano Option immediately prior to the First Effective Time and (b) the quotient of (1) the Applicable Per Share Merger Consideration divided by (ii) the Equity Award Conversion Amount (as defined in the Merger Agreement), with an exercise price per Pubco Option (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per Forge Nano Option by (ii) the Equity Award Conversion Amount).

Earn-Out

Pursuant to the terms of the Merger Agreement, and subject to the terms and conditions set forth therein, the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities will be entitled to receive a proportional amount of up to an aggregate of 90,000,000 Earn-Out Shares, issuable upon achievement of certain milestones during the Earn-Out Period. The Earn-Out Shares will be issued at or prior to the Closing to the Escrow Agent and will be disbursed therefrom upon achievement of the applicable milestones as follows:

● 30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP (as defined in the Merger Agreement) of Pubco Common Stock equals or exceeds $15.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $400,000,000;

● 30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP of Pubco Common Stock equals or exceeds $20.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $600,000,000; and

● 30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP of Pubco Common Stock equals or exceeds $25.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $800,000,000.

The milestones applicable to the Earn-Out Shares operate on a cumulative basis, such that if a higher milestone is achieved, the lower milestones are deemed achieved as well and the Earn-Out Shares attributable to such achieved milestone and each lower milestone will be disbursed. The Earn-Out Shares attributable to holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities pursuant to the Merger Agreement will only be disbursed by the Escrow Agent if an applicable milestone is achieved upon the exercise, conversion or settlement of any Pubco Convertible Securities in accordance with their terms.

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Second Company Merger

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, immediately following the First Effective Time, the Initial Surviving Corporation will merge with and into Merger Sub II, with Merger Sub II surviving as the Surviving Company and Pubco acquiring one membership interest in the Surviving Company and such membership interest will constitute the only outstanding equity of the Surviving Company.

For more information, please see the section of this proxy statement entitled “Proposal No. 1 – The Business Combination Proposal – Merger Consideration.”

PIPE Financing

Concurrently with the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into the PIPE Subscription Agreement with the Initial PIPE Investor, pursuant to which, subject to the terms and conditions thereof, Pubco will, substantially concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 10,000,000 shares of Pubco Common Stock at a subscription price of $10.00 per share, together with PIPE Warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock, each with an exercise price of $10.00 per share (subject to adjustments as described below), to the Initial PIPE Investor for an aggregate commitment of $100,000,000. A copy of the PIPE Subscription Agreement is attached to this proxy statement/prospectus as Annex H and a copy of the PIPE Warrant Certificate is attached to this proxy statement/prospectus as Annex I.

In addition, concurrently with the execution of the Merger Agreement, ATII and Forge Nano entered into the Purchaser Support Agreement with the Sponsor, a copy of which is attached to this proxy statement/prospectus as Annex C. Pursuant to the Purchaser Support Agreement, the Sponsor will transfer an aggregate of 3,300,000 Founder Shares (or the 3,300,000 shares of Pubco Common Stock into which such Founder Shares are converted in the Domestication Merger) held by them to the Initial PIPE Investor at the Closing in connection with the PIPE Financing for no additional cash consideration.

The PIPE Subscription Agreement contains customary representations, warranties, covenants and agreements of Pubco, ATII, Forge Nano and the Initial PIPE Investor and are subject to customary closing conditions and termination rights. The PIPE Closing is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the PIPE Subscription Agreement (subject to certain bring-down standards).

Additionally, subsequent to the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into the Additional Subscription Agreements with the Additional PIPE Investors, pursuant to which and subject to the terms and conditions thereof, Pubco will, concurrently with, and contingent upon, the consummation of the Business Combination, sell an aggregate of 2,300,000 shares of Pubco Common Stock to the Additional PIPE Investors at a subscription price of $10.00 per share, for an aggregate commitment of $23,000,000. A copy of the Additional PIPE Subscription Agreement is attached to this proxy statement/prospectus as Annex J.

The Additional PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of Pubco, ATII, Forge Nano and the Additional PIPE Investors and are subject to customary closing conditions and termination rights. The Additional PIPE Closing is conditioned upon, among other things, (i) all conditions precedent to the closing of the Business Combination contemplated by the Merger Agreement shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur concurrently with and on the same date as the Additional PIPE Closing and (ii) the accuracy of all representations and warranties of ATII and Forge Nano in the Additional PIPE Subscription Agreements (subject to certain bring-down standards).

PIPE Subscription Agreement

The PIPE Subscription Agreement contains representations, warranties and covenants of ATII, Forge Nano and the Initial PIPE Investor that are customary for agreements of their nature. In addition, the PIPE Subscription Agreement contains the following provisions:

● If, on the 24-month anniversary of the Closing Date, the Initial PIPE Investor certifies in writing that it beneficially owns 5,000,000 shares of Pubco Common Stock, Pubco will issue to the Initial PIPE Investor the Additional PIPE Warrants

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entitling the Initial PIPE Investor to purchase 5,000,000 shares of Pubco Common Stock (after giving effect to any reclassification, recapitalization, share division or consolidation, exchange or readjustment or change in the number of Pubco Common Stock that may have occurred during the period from the Closing Date to and including the date of issuance of the Additional PIPE Warrants).

● In the event that on the 21^st trading day following the six-month anniversary of the Closing Date, the VWAP (as defined in the Warrant Certificate) of the Pubco Common Stock is less than the Exercise Price (as defined in the Warrant Certificate) then in effect, the Initial PIPE Investor will receive the Reset PIPE Warrants.

● The Additional PIPE Warrants and the Reset PIPE Warrants will contain substantially the same terms and conditions (including as to expiration date) as the PIPE Warrants, except that, (i) in the case of the Additional PIPE Warrants, if the exercise price of the PIPE Warrants has been adjusted to the Measurement Price (as defined below), the initial exercise price of the Additional PIPE Warrants shall be the same as the exercise price of the PIPE Warrants after giving effect to such adjustment, and (ii) in the case of the Reset PIPE Warrants, the initial exercise price will be the Reset Price.

● At the Initial PIPE Investor’s election, the number of shares of Pubco Common Stock originally subscribed for may be reduced on a one-for-one basis by up to the aggregate number of (i) ordinary shares of ATII purchased by the Initial PIPE Investor for their own account pursuant to open-market transactions with third parties prior to the record date for the ATII shareholder meeting at which the Business Combination will be considered, and (ii) ordinary shares of ATII the Initial PIPE Investor beneficially owns as of the date of the PIPE Subscription Agreement, in each case, that are held through the Closing Date.

● ATII has agreed that on or prior to the Closing Date, and no later than 30 days thereafter, Pubco will endeavor to file with the SEC (at its sole cost and expense) the PIPE Registration Statement registering the resale of the Registrable Securities (as defined in the PIPE Subscription Agreement), and will use its commercially reasonable efforts to have such PIPE Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days after its filing (or 90 calendar days after its filing if the SEC notifies Pubco that it will “review” such PIPE Registration Statement) and (ii) five business days after Pubco is notified by the SEC that such PIPE Registration Statement will not be “reviewed” or will not be subject to further review, subject to customary liquidated damages in the event Pubco is unable to meet the filing deadline. Pubco will cause such Registration Statement, or another shelf registration statement registering the Registrable Securities, to remain effective until the earliest of: (i) the second anniversary of the effectiveness date of the Registration Statement; (ii) the date on which the Initial PIPE Investor ceases to hold any Registrable Securities issued pursuant to the PIPE Subscription Agreement; or (iii) the first date on which the Initial PIPE Investor is able to sell all of its Registrable Securities issued pursuant to the PIPE Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities Act without volume or manner of sale limitations.

● From the date of the PIPE Subscription Agreement until six months from the effective date of the PIPE Registration Statement, Pubco will not, without the prior written consent of the Initial PIPE Investor who purchased at least a majority of the PIPE Subscribed Shares under the PIPE Subscription Agreements, issue, enter into any agreement to issue or announce the issuance of any shares of Pubco Common Stock or any securities of Pubco that would entitle the holder thereof to acquire at any time shares of Pubco Common Stock other than an Exempt Issuance.

The PIPE Subscription Agreement is filed as Annex H to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the PIPE Subscription Agreement and the terms of which are incorporated by reference herein.

PIPE Warrants

The PIPE Warrants are exercisable for Pubco Common Stock at any time after the date of their issuance and expire five years after the date of their issuance. The exercise price per PIPE Warrant is $10.00, subject to adjustment as set forth in the Warrant Certificate and described below. The PIPE Warrants may be exercised on a cashless “net issuance” basis.

The PIPE Warrants are subject to a beneficial ownership limitation, at the election of the holder. If the election is made, Pubco will not effect any exercise of the PIPE Warrants, and a holder will not have the right to exercise any portion of the PIPE Warrants, to the extent that after giving effect to such issuance after exercise the holder (together with the holder’s affiliates, and anyone acting as a

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group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.9%, 9.9%, 19.9% (or such other amount as the holder may specify) of Pubco Common Stock.

The exercise price of the PIPE Warrants is subject to adjustment if Pubco (i) subdivides or combines (including by way of a reverse share split) the outstanding Pubco Common Stock, (ii) issues by reclassification of Pubco Common Stock into any capital shares of Pubco, (iii) issues any Pubco Common Stock credited as fully paid to shareholders by way of capitalization of profits or reserves, (iv) issues or sells pro rata to the record holders of Pubco Common Stock any rights, options or warrants entitling them to subscribe for or purchase Pubco Common Stock, or (v) declares or makes any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Pubco Common Stock, by way of return of capital or otherwise.

The exercise price of the PIPE Warrants also is subject to a one-time adjustment based on the subsequent market price. If, on the 21^st trading day following the six-month anniversary of the Closing Date, the Measurement Price is less than the exercise price then in effect, then the Exercise Price then in effect shall be reduced to an amount equal to the greater of (i) the Measurement Price and (ii) (x) $7.28, if Forge Nano has secured at least $200 million in debt financing as of the Closing Date and (y) otherwise, $5.00.

In addition, the exercise price of the PIPE Warrants is subject to adjustment for subsequent equity issuances. If and whenever during the period commencing on the date of the PIPE Subscription Agreement and ending on the expiration date of the PIPE Warrants, Pubco issues or sells, or is deemed to have issued or sold, any Pubco Common Stock (subject to certain exceptions) for proceeds per share of Pubco Common Stock less than the exercise price then in effect (where the aggregate amount of proceeds received by Pubco, together with all prior issuances and sales (excluding any Exempt Issuance) conducted for the purpose of raising capital by Pubco on or after the date of the PIPE Subscription Agreements, exceeds $500,000), then immediately after such issuance, the exercise price then in effect shall be reduced to the amount of such proceeds per share of Pubco Common Stock. If there is any adjustment to the exercise price of the PIPE Warrants, the number of shares of Pubco Common Stock that may be purchased upon exercise of the PIPE Warrant shall also be increased or decreased proportionately so that after such adjustment the aggregate exercise price payable for the adjusted number of shares of Pubco Common Stock shall be the same as the aggregate exercise price in effect immediately prior to such adjustment.

At any time commencing on the two-year anniversary of the Closing Date, the PIPE Warrants may be redeemed, in whole or in part, at the Company’s option at the price of $0.01 per PIPE Warrant, provided that the closing price of the Pubco Common Stock equals or exceeds $35.00 per share (subject to adjustment in accordance with Section 3(a) of the Warrant Certificate), on each of twenty (20) trading days within any thirty (30) trading day period.

If a Fundamental Transaction (as defined in the Warrant Certificate) occurs, then, upon any subsequent exercise of a PIPE Warrant, the Initial PIPE Investor will have the right to receive, for each share of Pubco Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Initial PIPE Investor (without regard to the beneficial ownership limitation), the number of shares of the successor or acquiring corporation or of Pubco, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of Pubco Common Stock for which such PIPE Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to the beneficial ownership limitation).

In connection with a Fundamental Transaction in which less than 70% of the consideration is payable in publicly listed common equity, the Initial PIPE Investor has the option to require Pubco (or any successor entity) to repurchase its warrants for their Black Scholes Value (as defined in the Warrant Certificate) in cash.

The Warrant Certificate is filed as Annex I to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Warrant Certificate and the terms of which are incorporated by reference herein.

Additional PIPE Subscription Agreements

The Additional PIPE Subscription Agreements contain representations, warranties and covenants of ATII, Forge Nano and the PIPE Investors that are customary for agreements of their nature. In addition, the Additional PIPE Subscription Agreements contain the following provisions:

● Pubco has agreed that within thirty (30) days of the Closing Date, Pubco will file (at its sole cost and expense) with the SEC a registration statement on Form S-3 or Form S-1 or any similar or successor long form registration statement (the “Additional PIPE Registration Statement”) (which may, for the avoidance of doubt, be the same registration statement as the PIPE Registration Statement) registering the resale of the Registrable Securities (as defined in the Additional Subscription

216

Agreements), and will use its commercially reasonable efforts to have such Additional PIPE Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty (60) calendar days following the Closing Date (or ninety (90) calendar days following the Closing Date if the SEC notifies Pubco that it will “review” such Additional PIPE Registration Statement) and (ii) five (5) business days after Pubco is notified by the SEC that such Additional PIPE Registration Statement will not be “reviewed” or will not be subject to further review, subject to customary exceptions. Pursuant to the Additional PIPE Subscription Agreements, Pubco will cause such Additional PIPE Registration Statement to remain effective until the earliest of: (i) such time as when all of each Additional PIPE Investor’s securities included therein cease to be Registrable Securities, (ii) such time as when all of such Additional PIPE Investor’s Registrable Securities included in such Additional PIPE Registration Statement have actually been sold and (iii) three (3) years from the Closing Date.

● The Subscription Agreements also provide that if, during the twelve (12)-month period following the Closing Date, Pubco issues shares of Pubco Common Stock (other than certain Exempt Issuances (as defined in the Additional Subscription Agreements) which include, among other exemptions, issuances to certain specified investors in an aggregate amount up to $60,000,000, on terms that, in each Additional PIPE Investor’s good faith determination, are more favorable in any material respect than those provided to such Additional PIPE Investor in the Additional PIPE Financing (such terms, the “Additional PIPE Financing Terms”), then Pubco shall be obligated to adjust the Additional PIPE Financing Terms so that the Additional PIPE Financing Terms are no less favorable than the terms of such subsequent issuance(s).

The form of the Additional PIPE Subscription Agreements is filed as Annex J to this proxy statement/prospectus, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Additional PIPE Subscription Agreement and the terms of which are incorporated by reference herein.

Ownership of Pubco Following the Business Combination

The following table illustrates varying ownership levels of Pubco immediately following the Business Combination, excluding the dilutive effect of Pubco SPAC Warrants, Pubco Forge Nano Warrants, Pubco Ascent Warrants, Pubco Options, PIPE Warrants, Reset PIPE Warrants, Additional PIPE Warrants and Earn-Out Shares⁽¹⁾:

	No  Redemption			Maximum Redemptions
	Shares	%		Shares	%
ATII Public Shareholders	23,000,000	15.3	%	—	0.0	%
Initial Shareholders(1)	3,290,000	2.2	%	3,290,000	2.6	%
Forge Nano Stockholders(2)	108,758,914	72.2	%	108,758,914	85.2	%
PIPE Investor(3)	15,600,000	10.3	%	15,600,000	12.2	%
Total	150,648,914	100.0	%	127,648,914	100.0	%

(1) Consists of (i) the 2,450,000 shares of Pubco Common Stock issued to the Sponsor and the Initial Shareholders in exchange for 2,450,000 Founder Shares (assuming that 3,300,000 shares of Pubco Common Stock issued in exchange for 3,300,000 Founder Shares are transferred by the Sponsor to the PIPE Investors upon the Closing pursuant to the Purchaser Support Agreement), (ii) the 530,000 ATII Private Shares held by the Sponsor and (iii) the 310,000 ATII Private Shares held by BTIG.

(2) Consists of (i) the 108,758,914 shares of Pubco Common Stock issuable in respect of 3,827,857 shares of Forge Nano Common Stock (including shares of Forge Nano Common Stock issued upon conversion of Forge Nano Preferred Stock immediately prior to the First Effective Time (including all outstanding shares of Forge Nano Series D Preferred Stock issued following December 31, 2025)) based on the Exchange Ratio. The Exchange Ratio is based the Forge Nano Common Stock, Forge Nano Preferred Stock and Forge Nano Common Stock underlying the Forge Nano Convertible Securities, in each case, outstanding as of                 , 2026, and does not reflect any issuances of Forge Nano Common Stock, Forge Nano Preferred Stock or Forge Nano Convertible Securities after such date.

(3) Consists of (i) the 10,000,000 PIPE Subscribed Shares acquired by the Initial PIPE Investor pursuant to the PIPE Subscription Agreement at a subscription price of $10.00 per share, (ii) the 3,300,000 Founder Shares transferred by the Sponsor to the PIPE Investors in connection with the PIPE Financing for no additional cash consideration pursuant to the Purchaser Support Agreement, and (iii) the 2,300,000 Additional PIPE Subscribed Shares to be acquired by the Additional PIPE Investors pursuant to the Additional PIPE Subscription Agreements at a subscription price of $10.00 per share. After giving effect to the transfer of the 3,000,000 Founder Shares from the Sponsor, the Initial PIPE Investor’s effective purchase price for shares of Pubco Common

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Stock received in connection with the PIPE Financing is approximately $7.69 per share, which is lower than the approximately $10.52 per share that ATII Public Shareholders would otherwise receive based on the Assumed Redemption Price.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although ATII will acquire all of the outstanding equity interests of Forge Nano in the Business Combination, ATII will be treated as the “acquired” company and Forge Nano will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Forge Nano issuing stock for the net assets of ATII, accompanied by a recapitalization. The net assets of ATII will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Forge Nano.

Forge Nano has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the No Additional Redemptions Scenario and the Maximum Redemptions Scenario:

● Forge Nano Stockholders will have the greatest voting interest in Pubco;

● Forge Nano Stockholders will have the ability to control decisions regarding election and removal of directors and officers of Pubco;

● Forge Nano will comprise the ongoing operations of Pubco; and

● Forge Nano’s existing senior management will be the senior management of Pubco.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption for cash of Public Shares:

● Assuming No Additional Redemptions Scenario:    This presentation assumes that no Public Shareholders of ATII will exercise redemption rights with respect to the Public Shares for a pro rata share of the funds in the Trust Account.

● Assuming Maximum Redemptions Scenario:    This presentation assumes that 23,000,000 Public Shares are redeemed for aggregate redemption payments of $242.0 million, assuming a $10.52 per share redemption price. This scenario includes all adjustments contained in the No Redemption Scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

The following unaudited pro forma condensed combined balance sheet as of March 31, 2026, and the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, are based on the unaudited and audited historical financial statements of ATII and Forge Nano. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information and include immaterial rounding differences.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

MARCH 31, 2026⁽¹⁾

(in thousands, except share and per share data)

					No Redemption					Maximum Redemptions
	(1) Forge Nano (Historical)		(2) ATII (Historical)		Transaction Accounting Adjustments			Pro Forma Combined		Transaction Accounting Adjustments			Pro Forma Combined
Assets
Current assets
Cash and cash equivalents	$	17,326	$	1,078	$	100,000	(A)	$	360,254	$	2,300	(D)	$	120,551
						23,000	(B)				(242,003)	(H)
						242,003	(C)
						(8,050)	(D)
						(15,103)	(E)
Restricted cash and cash equivalents		315		—		—			315		—			315
Accounts receivable - net of allowance for credit losses of $40		1,984		—		—			1,984		—			1,984
Contract assets - unbilled accounts receivable		6,465		—		—			6,465		—			6,465
Inventory		3,952		—		—			3,952		—			3,952
Prepaid expenses and other current assets		1,073		141		(526)	(E)		688		—			688
Total Current Assets		31,115		1,219		341,324			373,658		(239,703)			133,955
Cash held in Trust Account		—		242,003		(242,003)	(C)		—		—			—
Property and equipment - net		14,149		—		—			14,149		—			14,149
Goodwill		3,124		—		—			3,124		—			3,124
Intangible asset - net		1,538		—		—			1,538		—			1,538
Restricted cash and cash equivalents		56		—		—			56		—			56
Right-of-use operating lease assets		64,365		—		—			64,365		—			64,365
Deposits		2,934		—		—			2,934		—			2,934
Total Assets	$	117,281	$	243,222	$	99,321		$	459,824	$	(239,703)		$	220,121
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	5,959	$	—	$	—		$	5,959	$	—		$	5,959
Current portion of operating lease liabilities		1,379		—		—			1,379		—			1,379
Contract liabilities - deferred revenue		3,346		—		—			3,346		—			3,346
Provision for loss on contract		694		—		—			694		—			694
Accrued and other current liabilities		2,711		305		(606)	(E)		2,410		—			2,410
Current portion of debt – net of discount		10,438		—		—			10,438		—			10,438
Due to related party		—		4		—			4		—			4
Total Current Liabilities		24,527		309		(606)			24,230		—			24,230
Deferred underwriting fee payable		—		8,050		(8,050)	(D)		—		—			—
Operating lease liabilities		62,802		—		—			62,802		—			62,802
Due to Sundew Technologies, LLC		2,765							2,765					2,765
Warrant liabilities		5,830		—		88,341	(A)		94,171		—			94,171
Earn-Out Shares liability		—		—		663,708	(J)		663,708		—			663,708
Total Liabilities		95,924		8,359		743,393			847,676		—			847,676
Forge Nano Preferred stock - $0.0001 par value; 4,663,753 shares authorized and 2,015,673 shares issued and outstanding		—		—		—	(F)		—		—			—
Additional paid-in capital		151,777		—		(151,777)	(F)		—		—			—
ATII ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.52 per share		—		242,003		(242,003)	(H)		—		—			—

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

MARCH 31, 2026 — (Continued) ⁽¹⁾

(in thousands, except share and per share data)

					No Redemption					Maximum Redemptions
	(1) Forge Nano (Historical)		(2) ATII (Historical)		Transaction Accounting Adjustments			Pro Forma Combined		Transaction Accounting Adjustments			Pro Forma Combined
Stockholders’ Deficit
ATII preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—		—			—		—			—
ATII ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 6,590,000 shares issued and outstanding		—		1		2	(H)		—		(2)	(H)		—
						(3)	(I)				2	(I)
Forge Nano common stock - $0.0001 par value; 4,850,000 shares authorized and 1,636,378 shares issued and outstanding		—		—		—	(F)		—		—			—
Pubco Common Stock		—		—		1	(A)		15		(2)	(I)		13
						11	(F)
						3	(I)
Additional paid-in capital		10,344		—		11,658	(A)		—		2,300	(D)		—
						23,000	(B)				(242,001)	(H)
						(12,563)	(E)				239,701	(K)
						151,766	(F)
						(9,601)	(G)
						242,001	(H)
						(663,708)	(J)
						247,103	(K)
Accumulated deficit		(140,764)		(7,141)		(2,460)	(E)		(387,867)		(239,701)	(K)		(627,568)
						9,601	(G)
						(247,103)	(K)
Total Stockholders’ Deficit		(130,420)		(7,140)		(250,292)			(387,852)		(239,703)			(627,555)
Total Liabilities and Stockholders’ Deficit	$	117,281	$	243,222	$	99,321		$	459,824	$	(239,703)		$	220,121

(1) Pubco was incorporated for the sole purpose of effectuating the Business Combination. It does not meet the definition of a business. It has no activities other than transaction costs which are included in the transaction accounting adjustments.

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Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

(1) Derived from the unaudited consolidated balance sheet of Forge Nano as of March 31, 2026.

(2) Derived from the unaudited balance sheet of ATII as of March 31, 2026.

(A) Reflects the receipt of $100.0 million proceeds from the PIPE Financing. Pursuant to the PIPE Subscription Agreements, Pubco has agreed to issue and sell, in a private placement to close immediately prior to and substantially concurrently with the Closing, an aggregate of 10,000,000 shares of Pubco Common Stock and warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock, each with an exercise price of $10.00 per share (subject to adjustments as described in this proxy statement/prospectus) for an aggregate purchase price of $100.0 million. If, on the 24-month anniversary of the Closing Date, the Initial PIPE Investor certifies in writing that the Initial PIPE Investor beneficially owns 5,000,000 shares of Pubco Common Stock, Pubco will issue to the Initial PIPE Investor the Additional PIPE Warrants entitling the Initial PIPE Investor to purchase 5,000,000 shares of Pubco Common Stock. In the event that on the 21st Trading Day following the six-month anniversary of the Closing, the VWAP of the Common Stock is less than the Exercise Price then in effect, the Initial PIPE Investor shall receive up to 10,000,000 Reset Warrants. The PIPE Warrants, Additional PIPE Warrants and Reset Warrants are precluded from equity classification under ASC 815-40, and management determined it to be classified as a liability, initially measured at fair value and subsequently remeasured through earnings until settlement. The fair value of the warrants is estimated to be $88.3 million.

The warrants were valued using a Monte Carlo simulation. Below are the significant assumptions used in the simulation:

Equity volatility:		40.0	%
Risk-free rate:		3.88	%
Term:		5.0
Stock price:	$	10.00

Changes in those assumptions could result in different fair value measurement and therefore could have affected the amounts presented in the pro forma financial information. Because the warrants are accounted for as a liability and remeasured at fair value at each reporting date, changes in assumptions used in the valuation model may result in significant non-cash gains or losses in future periods, which could materially affect the future combined results of operations.

(B) Reflects the receipt of $23.0 million proceeds from the PIPE Financing. Pursuant to the PIPE Subscription Agreements, Pubco has agreed to issue and sell, in private placements to close immediately prior to or substantially concurrently with the Closing, an aggregate of 2,300,000 shares of Pubco Common Stock to the PIPE Investors.

(C) Reflects the transfer of cash held in the Trust Account to cash.

(D) Reflects the settlement of the deferred underwriting fee payable by cash upon the Closing of the Business Combination. The deferred underwriting fee consists of a fixed component of $5.8 million and a variable component of $2.3 million, with the variable component subject to adjustment based on the level of redemptions. Under the No Redemption Scenario, the cash payment consists of the fixed underwriting fee of $5.8 million and the variable underwriting fee of $2.3 million. Under Maximum Redemptions Scenario, the cash payment consists of the fixed underwriting fee of $5.8 million.

(E) Represents preliminary estimated transaction costs expected to be incurred by ATII and Forge Nano of approximately $3.0 million and $12.9 million, respectively. These costs are accounted for as a reduction in the combined cash account with a corresponding reduction in additional paid-in capital or accumulated deficit consistent with the treatment described in SEC Staff Accounting Bulletin Topic 5.A. These transaction costs will not recur in Pubco’s income beyond 12 months after the transaction.

For the ATII transaction costs, $0.2 million have been accrued and $0.3 million have been paid as of the pro forma balance sheet date. The remaining amount of $2.5 million is reflected as an adjustment to accumulated losses. The ATII estimated transaction costs exclude the deferred underwriting fee included in (D) above.

For the Forge Nano transaction costs, $0.3 million have been accrued and $0.5 million have been paid and recorded as deferred issuance costs as of the pro forma balance sheet date. The amount of $12.6 million is included as an adjustment to additional paid-in capital.

(F) Represents the issuance of 108,758,914 shares of Pubco Common Stock to the existing stockholders of Forge Nano.

(G) Reflects the elimination of ATII’s historical accumulated deficit after recording the transaction costs as described in (E) above.

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(H) Reflects the redemption of shares for cash by the Public Shareholders of ATII upon the consummation of the Business Combination. Under the No Redemption Scenario, it assumes that no Public Shareholders of ATII will exercise redemption rights with respect to the Public Shares for a pro rata share of the funds in the Trust Account. Under the Assuming Maximum Redemptions Scenario, it assumes that 23,000,000 Public Shares are redeemed for aggregate redemption payments of $242.0 million, assuming a $10.52 per share redemption price. This scenario includes all adjustments contained in the No Redemption Scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

(I) The No Redemption Scenario represents the conversion of 29,590,000 ATII Ordinary Shares, par value of $0.0001 per share, into the same number of Pubco Common Stock, par value of $0.0001 per share. The Maximum Redemptions Scenario represents the conversion of 6,590,000 ATII Ordinary Shares, par value of $0.0001 per share, into the same number of Pubco Common Stock, par value of $0.0001 per share.

(J) Represents the recognition of the Earn-Out Shares liability upon the Closing. The Earn-Out Shares are precluded from equity classification under ASC 815-40, and management determined it to be classified as a liability, initially measured at fair value and subsequently remeasured through earnings until settlement. The fair value of the Earn-Out Shares is estimated to be $663.7 million.

The Earn-Out Shares were valued using a Monte Carlo simulation. Below are the significant assumptions used in the simulation:

Equity volatility:		40.0	%
Risk-free rate:		3.88	%
Term:		5.0
Stock price:	$	10.00

Changes in those assumptions could result in different fair value measurement and therefore could have affected the amounts presented in the pro forma financial information. Because the Earn-Out Shares are accounted for as a liability and remeasured at fair value at each reporting date, changes in assumptions used in the valuation model may result in significant non-cash gains or losses in future periods, which could materially affect the future combined results of operations

(K) Represents the reclassification among equity to avoid negative additional paid-in capital.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2026⁽¹⁾
(in thousands, except share and per share data)

					No  Redemption					Maximum  Redemptions
	(1) Forge Nano  (Historical)		(2) ATII (Historical)		Transaction Accounting Adjustments			Pro Forma Combined		Transaction Accounting Adjustments		Pro Forma Combined
Net Sales
Tool manufacturing and related services	$	1,538	$	—	$	—		$	1,538	$	—	$	1,538
Coating services		283		—		—			283		—		283
Battery manufacturing		313		—		—			313		—		313
Total Net Sales		2,134		—		—			2,134		—		2,134
Cost of Sales
Tool manufacturing and related services		1,770		—		—			1,770		—		1,770
Coating services		1,201		—		—			1,201		—		1,201
Battery manufacturing		91		—		—			91		—		91
Total Cost of Sales		3,062		—		—			3,062		—		3,062
Gross loss		(928)		—		—			(928)		—		(928)
Operating Expenses
General and administrative expenses		10,389		449		(30)	(BB)		10,808		—		10,808
Total operating expenses		10,389		449		(30)			10,808		—		10,808
Operating Loss		(11,317)		(449)		30			(11,736)		—		(11,736)
Other income (expense)
Interest earned on cash in bank account		—		12		—			12		—		12
Interest earned on cash held in Trust Account		—		2,142		(2,142)	(AA)		—		—		—
Interest income		65		—		—			65		—		65
Grant income		976		—		—			976		—		976
Other income		37		—		—			37		—		37
Interest expense, change in fair value, and amortization of debt discount		(1,422)		—		—			(1,422)		—		(1,422)
Other expense		(15)		—		—			(15)		—		(15)
Total other income, net		(359)		2,154		(2,142)			(347)		—		(347)
Net (loss) income	$	(11,676)	$	1,705	$	(2,112)		$	(12,083)	$	—	$	(12,083)
Net Loss Per Share, Basic and Diluted	$	(7.31)
Basic and diluted net income per share, redeemable ordinary shares			$	0.06
Basic net income per share, non-redeemable ordinary shares			$	0.06
Diluted net income per share, non-redeemable ordinary shares			$	0.06
Weighted average number of shares outstanding, basic and diluted									150,648,914				127,648,914
Net loss per share, basic and diluted								$	(0.08)			$	(0.09)

(1) Pubco was incorporated for the sole purpose of effectuating the Business Combination. It does not meet the definition of a business. It has no activities other than transaction costs which are included in the transaction accounting adjustments.

223

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

(1) Derived from the unaudited consolidated statement of operations of Forge Nano for the three months ended March 31, 2026.

(2) Derived from the unaudited statement of operations of ATII for the three months ended March 31, 2026.

(AA) Represents an adjustment to eliminate interest earned on cash held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.

(BB) Represents an adjustment to eliminate administrative service fees that will cease at the Business Combination.

224

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025⁽¹⁾

(in thousands, except share and per share data)

					No  Redemption					Maximum  Redemptions
	(1)  Forge Nano  (Historical)		(2)  ATII  (Historical)		Transaction  Accounting  Adjustments			Pro Forma  Combined		Transaction  Accounting  Adjustments		Pro Forma  Combined
Net Sales
Tool manufacturing and related services	$	4,625	$	—	$	—		$	4,625	$	—	$	4,625
Coating services		1,429		—		—			1,429		—		1,429
Battery manufacturing		1,334		—		—			1,334		—		1,334
Total Net Sales		7,388		—		—			7,388		—		7,388
Cost of Sales
Tool manufacturing and related services		6,239		—		—			6,239		—		6,239
Coating services		3,921		—		—			3,921		—		3,921
Battery manufacturing		1,085		—		—			1,085		—		1,085
Total Cost of Sales		11,245		—		—			11,245		—		11,245
Gross loss		(3,857)		—		—			(3,857)		—		(3,857)
Operating Expenses
General and administrative expenses		40,788		786		2,460	(CC)		43,927		—		43,927
						(107)	(BB)
Total operating expenses		40,788		786		2,353			43,927		—		43,927
Operating Loss		(44,645)		(786)		(2,353)			(47,784)		—		(47,784)
Other income (expense)
Interest earned on cash in bank account		—		62		—			62		—		62
Interest earned on cash held in Trust Account		—		8,711		(8,711)	(AA)		—		—		—
Interest income		637		—		—			637		—		637
Grant income		7,062		—		—			7,062		—		7,062
Other income		865		—		—			865		—		865
Interest expense, change in fair value, and amortization of debt discount		(6,515)		—		—			(6,515)		—		(6,515)
Other expense		(578)		—		—			(578)		—		(578)
Total other income, net		1,471		8,773		(8,711)			1,533		—		1,533
Net (loss) income	$	(43,174)	$	7,987	$	(11,064)		$	(46,251)	$	—	$	(46,251)
Net Loss Per Share, Basic and Diluted	$	(27.94)
Basic and diluted net income per share, redeemable ordinary shares			$	0.30
Basic net income per share, non-redeemable ordinary shares			$	0.30
Diluted net income per share, non-redeemable ordinary shares			$	0.30
Weighted average number of shares outstanding, basic and diluted									150,648,914				127,648,914
Net loss per share, basic and diluted								$	(0.31)			$	(0.36)

(1) Pubco was incorporated for the sole purpose of effectuating the Business Combination. It does not meet the definition of a business. It has no activities other than transaction costs which are included in the transaction accounting adjustments.

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Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

(1) Derived from the audited consolidated statement of operations of Forge Nano for the year ended December 31, 2025.

(2) Derived from the audited statement of operations of Archimedes II for the year ended December 31, 2025.

(AA) Represents an adjustment to eliminate interest earned on cash held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.

(BB) Represents an adjustment to eliminate administrative service fees that will cease at the Business Combination.

(CC) Represents the effect of the pro forma balance sheet adjustment presented in (E) above in the aggregate amount of $2.5 million for the direct, incremental costs of the Business Combination expected to be incurred by ATII. As these costs are directly related to the Business Combination, they are not expected to recur in the income of Pubco beyond 12 months after the Business Combination.

226

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP as Forge Nano has been determined to be the accounting acquirer, primarily due to the fact that Forge Nano Stockholders will continue to control Pubco following the consummation of the Business Combination. Under this method of accounting, although ATII will acquire all of the outstanding equity interests of Forge Nano in the Business Combination, ATII will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Forge Nano issuing stock for the net assets of ATII, accompanied by a recapitalization. The net assets of ATII will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Forge Nano.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026, assumes that the Business Combination and related transactions occurred on March 31, 2026. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, present pro forma effect to the Business Combination as if it had been completed on January 1, 2025, the beginning of the earliest periods presented.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026, has been prepared using, and should be read in conjunction with, the following:

● ATII’s unaudited balance sheet as of March 31, 2026 and the related notes for the three months ended March 31, 2026, included elsewhere in this proxy statement/prospectus; and

● Forge Nano’s unaudited consolidated balance sheet as of March 31, 2026 and the related notes for the three months ended March 31, 2026, included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026, has been prepared using, and should be read in conjunction with the following:

● ATII’s unaudited statement of operations for the three months ended March 31, 2026 and the related notes, included elsewhere in this proxy statement/prospectus; and

● Forge Nano’s unaudited consolidated statement of operations for the three months ended March 31, 2026, and the related notes, included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, has been prepared using, and should be read in conjunction with, the following:

● ATII’s audited statement of operations for the year ended December 31, 2025, and the related notes, included elsewhere in this proxy statement/prospectus; and

● Forge Nano’s audited consolidated statement of operations for the year ended December 31, 2025, and the related notes, included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Public Shares:

● Assuming No Redemption Scenario:    This presentation assumes that no ATII Public Shareholders will exercise redemption rights with respect to the ATII Public Shares for a pro rata share of the funds in the Trust Account.

● Assuming Maximum Redemptions Scenario:    This presentation assumes that 23,000,000 ATII Public Shares are redeemed for aggregate redemption payments of $242.0 million, assuming a $10.52 per share redemption price. This scenario includes all adjustments contained in the No Redemption Scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

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As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that ATII believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. ATII believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of Pubco would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Pubco. They should be read in conjunction with the historical financial statements and notes thereto of ATII and Forge Nano.

Accounting Policies

Upon consummation of the Business Combination, management of Pubco will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management of Pubco may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of Pubco. Based on its initial analysis, management of Pubco did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the Transaction Accounting Adjustments and present the Management’s Adjustments. ATII has elected not to present Management’s Adjustments and is only presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to include all necessary Transaction Accounting Adjustments pursuant to Article 11 of Regulation S-X, including those that are not expected to have a continuing impact.

The unaudited and audited historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to Transaction Accounting Adjustments that reflect the accounting for the transaction under GAAP. Forge Nano and ATII have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma combined statements of operations do not reflect a provision for income taxes or any amounts that would have resulted had Pubco filed consolidated income tax returns during the periods presented. The pro forma condensed combined balance sheet does not reflect the deferred taxes of Pubco as a result of the Business Combination. Since it is likely that Pubco will record a valuation allowance against the total U.S. and state deferred tax assets given the net operating losses as the recoverability of the tax assets is uncertain, the tax provision is zero.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of Pubco Common Stock outstanding, assuming the Business Combination occurred on January 1, 2025.

228

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption for cash of ATII Public Shares as of March 31, 2026:

	As of  March 31, 2026
(in thousands, except share and per share data)	No Redemption		Maximum Redemptions
Net loss	$	(12,083)	$	(12,083)
Stockholders’ deficit		(387,852)		(627,555)
Weighted average shares outstanding of common stock(1)		150,648,914		127,648,914
Net loss per common share, basic and diluted	$	(0.08)	$	(0.09)
Book deficit per share	$	(2.57)	$	(4.92)

(1) For the purposes of calculating diluted earnings per share, all the (i) the 11,500,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants that were originally issued as ATII Public Warrants as part of the ATII Public Units in the IPO, (ii) the 420,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants that were originally issued as ATII Private Warrants as part of the ATII Private Units issued in a private placement that closed simultaneously with the closing of the IPO, (iii) the 8,896,715 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants, (iv) the 2,344,371 shares of Pubco Common Stock underlying the Pubco Ascent Warrants, (v) the 15,000,000 shares of Pubco Common Stock underlying the PIPE Warrants, (vi) the 10,000,000 shares of Pubco Common Stock underlying the Reset PIPE Warrants, (vii) the 5,000,000 shares of Pubco Common Stock underlying the Additional PIPE Warrants, or (viii) the 90,000,000 Earn-Out Shares, should have been assumed to have been exercised or issued. However, since this results in anti-dilution, the effect of such exercise or issuance was not included in calculation of diluted earnings per share.

Dilution

ATII’s net tangible book value as of March 31, 2026 was $(7,140) thousand, or $(0.24) per share, based on 29,590,000 ATII Ordinary Shares outstanding as of that date.

The following table illustrates the changes in net tangible book value and dilution to existing shareholders at varying redemption levels (in thousands, except share and per share data).

	No  Redemption(1)		25%  Redemptions(2)		50%  Redemptions(3)		75%  Redemptions(4)		Maximum  Redemptions(5)
Offering Price of the Securities in the Initial Registered offering price per share	$	10.00	$	10.00	$	10.00	$	10.00	$	10.00
ATII’s net tangible book value as of March 31, 2026, as adjusted for redemptions	$	267,062	$	207,136	$	147,210	$	87,285	$	27,359
ATII’s shares outstanding, as adjusted for redemptions		41,890,000		36,140,000		30,390,000		24,640,000		18,890,000
ATII’s net tangible book value per share as of March 31, 2026, as adjusted for redemptions	$	6.38	$	5.73	$	4.84	$	3.54	$	1.45
Dilution per share to the existing ATII’s shareholders	$	3.62	$	4.27	$	5.16	$	6.46	$	8.55

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The following table illustrates the as-adjusted net tangible book value to ATII Shareholders and decrease in net tangible book value to ATII Shareholders as a result of transaction costs incurred by ATII, the PIPE Financing, and funds released from the Trust Account upon consummation of the Business Combination (in thousands, except share and per share data).

	No Redemption(1)		25% Redemptions(2)		50% Redemptions(3)		75% Redemptions(4)		Maximum Redemptions(5)
As adjusted net tangible book value per share	$	6.38	$	5.73	$	4.84	$	3.54	$	1.45
Numerator adjustments
ATII’s net tangible book value as of March 31, 2026	$	(7,140)	$	(7,140)	$	(7,140)	$	(7,140)	$	(7,140)
Transaction costs attributed to ATII		(2,460)		(2,460)		(2,460)		(2,460)		(2,460)
PIPE Financing in April 2026		11,659		11,659		11,659		11,659		11,659
PIPE Financing in June 2026		23,000		23,000		23,000		23,000		23,000
Settlement of deferred underwriting fee		—		575		1,150		1,725		2,300
Funds released from trust		242,003		181,502		121,001		60,501		—
As adjusted net tangible book value	$	267,062	$	207,136	$	147,210	$	87,285	$	27,359
Denominator adjustments
ATII’s Public Shares outstanding		23,000,000		17,250,000		11,500,000		5,750,000		—
ATII Founder Shares outstanding		2,450,000		2,450,000		2,450,000		2,450,000		2,450,000
ATII Private Placement Shares outstanding		840,000		840,000		840,000		840,000		840,000
PIPE Shares outstanding		15,600,000		15,600,000		15,600,000		15,600,000		15,600,000
As adjusted total shares outstanding		41,890,000		36,140,000		30,390,000		24,640,000		18,890,000

(1) Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

(2) Assumes that 25% of maximum redeemable shares, or 5,750,000 Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $60.5 million based on the Assumed Redemption Price.

(3) Assumes that 50% of maximum redeemable shares, or 11,500,000 Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $121.0 million based on the Assumed Redemption Price.

(4) Assumes that 75% of maximum redeemable shares, or 17,250,000 Public Shares, will be redeemed by Public Shareholders for an aggregate payment of approximately $181.5 million based on the Assumed Redemption Price.

(5) Assumes that 100% of maximum redeemable shares, or 23,000,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $242.0 million based on the Assumed Redemption Price.

(6) Under the applicable accounting treatment, the PIPE Warrants are recorded as a liability at fair value, which was approximately $88.3 million at issuance. The remaining cash proceeds, approximately $11.7 million, is recorded as a charge to additional paid-in capital.

To the extent that additional shares are issued pursuant to the foregoing, ATII Shareholders will experience further dilution. In addition, ATII may enter into other transactions. To the extent ATII issues additional securities, investors and ATII’s shareholders may experience further dilution.

230

The following table presents all possible sources and the extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination, including sources not included in the tables above with respect to the determination of net tangible book value per share.

	Voting Interests in Pubco
	No  Redemption			25% Redemptions			50% Redemptions			75% Redemptions			Maximum Redemptions
	Shares	%		Shares	%		Shares	%		Shares	%		Shares	%
ATII Public Shareholders(2)	34,500,000	11.7	%	28,750,000	10.0	%	23,000,000	8.1	%	17,250,000	6.2	%	11,500,000	4.2	%
Initial Shareholders(3)	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.3	%	3,710,000	1.4	%
Forge Nano Stockholders(4)	210,000,000	71.5	%	210,000,000	72.9	%	210,000,000	74.4	%	210,000,000	75.9	%	210,000,000	77.5	%
PIPE Investors (5)	45,600,000	15.5	%	45,600,000	15.8	%	45,600,000	16.2	%	45,600,000	16.6	%	45,600,000	16.9	%
Total	293,810,000	100.0	%	288,060,000	100.0	%	282,310,000	100.0	%	276,560,000	100.0	%	270,810,000	100.0	%

(1) This table makes the same assumptions as in the preceding ownership table, except that this table reflects certain dilutive issuances as described in the following footnotes. This table excludes any ATII Ordinary Shares issuable upon exercise of the Pubco Options.

(2) Includes the 11,500,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants issued in exchange for the ATII Public Warrants.

(3) Includes the 420,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants issued in exchange for the ATII Private Warrants.

(4) Includes (i) the 8,896,715 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants, consisting of (a) the 1,859,028 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 65,430 shares of Forge Nano Common Stock issuable upon exercise of Forge Nano OIC Penny Warrants at an exercise price of $0.01 per share, based on the Exchange Ratio, (b) the 6,692,560 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 235,550 shares of Forge Nano Common Stock issuable upon exercise of Forge Nano OIC Warrants at an exercise price of $        per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, (c) the 88,022 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 3,098 shares of Forge Nano Common Stock underlying the Forge Nano SVB Warrants at an exercise price of $         per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, and (d) the 257,105 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants issued in exchange for the 9,049 shares of Forge Nano Common Stock underlying the Forge Nano SEP Warrants at an exercise price of $         per share as of immediately prior to the First Effective Time, based on the Exchange Ratio, (ii) the 2,344,371 shares of Pubco Common Stock underlying the Pubco Ascent Warrants issued in exchange for the 82,512 shares of Forge Nano Common Stock underlying the Forge Nano Ascent Options, at an exercise price of $         per share as of immediately prior to the First Effective Time expiring on December 31, 2028, subject to extension to December 31, 2029 at the holder’s election, in which case the exercise price per share applicable to any exercise occurring between January 1, 2029 and December 31, 2029 will increase by 25%, from $           to $                per share, based on the Exchange Ratio and (iii) the 90,000,000 Earn-Out Shares to be distributed to the Forge Nano Stockholders who receive Closing Payment Shares and the holders of Forge Nano Convertible Securities upon achievement of certain milestones during the Earn-Out Period pursuant to the Merger Agreement.

(5) Includes (i) the 15,000,000 shares of Pubco Common Stock underlying the PIPE Warrants, with an exercise price of $10.00 per share (subject to adjustments as described in this proxy statement/prospectus), (ii) the 5,000,000 shares of Pubco Common Stock underlying the Additional Warrants, with an exercise price of $10.00 per share (subject to adjustments as described in this proxy statement/prospectus) and (iii) the 10,000,000 shares of Pubco Common Stock underlying the Reset Warrants, with an initial exercise price equal to the PIPE Reset Price (subject to adjustments as described in this proxy statement/prospectus).

The securities to be issued to the Sponsor, the Initial Shareholders, the Insiders, the Forge Nano Stockholders and the PIPE Investors may result in a material dilution of the equity interests of non-redeeming ATII Public Shareholders. ATII issued the ATII Public Shares at $10.00 per share in the IPO. After giving effect to the IPO, there are 23,000,000 issued and outstanding ATII Public Shares, assuming no redemptions. In connection with the consummation of the Business Combination, 108,758,914 shares of Pubco Common Stock will be issued to Forge Nano Stockholders, assuming no redemptions. Redemption levels of 0%, 25%, 50%, 75% and

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the maximum number of redemptions have been disclosed in the table below as required by Item 1604(c) (in thousands, except share and per share data).

For purposes of Item 1604(c)(1), Pubco would have 150,648,914 total shares after giving effect to the consummation of the Business Combination under the No Additional Redemptions Scenario. Where there are no redemptions, the valuation is based on the IPO price per share of $10.00. The valuation is therefore calculated as: $10.00 (per share IPO price) times 150,648,914 shares, or $1,506,489 thousand. The following table illustrates the valuation at the IPO price of $10.00 per share for each redemption scenario:

	No  Redemption(1)		25%  Redemptions(2)		50%  Redemptions(3)		75%  Redemptions(4)		Maximum  Redemptions(5)
ATII shares valuation based on IPO price of $10.00 per share	$	418,900	$	361,400	$	303,900	$	246,400	$	188,900
ATII shares outstanding following the consummation of the Business Combination		41,890,000		36,140,000		30,390,000		24,640,000		18,890,000
Forge Nano shares valuation based on IPO price of $10.00 per share	$	1,087,589	$	1,087,589	$	1,087,589	$	1,087,589	$	1,087,589
Forge Nano shares outstanding following the consummation of the Business Combination		108,758,914		108,758,914		108,758,914		108,758,914		108,758,914
Total valuation based on the IPO price of $10.00 per share	$	1,506,489	$	1,448,989	$	1,391,489	$	1,333,989	$	1,276,489
Total shares outstanding following the Consummation of the Business Combination		150,648,914		144,898,914		139,148,914		133,398,914		127,648,914

(1) Assumes that no ATII Public Shareholders exercise redemption rights with respect to their redeemable ATII Public Shares in exchange for a pro rata share of the funds in the Trust Account.

(2) Assumes that 25% of maximum redeemable ATII Public Shares, or 5,750,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $60.5 million from the funds in the Trust Account based on a redemption price of approximately $10.52 per share, which is based on the value of the funds in the Trust Account based on the Assumed Redemption Price.

(3) Assumes that 50% of maximum redeemable ATII Public Shares, or 11,500,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $121.0 million from the funds in the Trust Account based on the Assumed Redemption Price.

(4) Assumes that 75% of maximum redeemable ATII Public Shares, or 17,250,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $181.5 million from the funds in the Trust Account based on the Assumed Redemption Price.

(5) Assumes that 100% of maximum redeemable ATII Public Shares, or 23,000,000 ATII Public Shares, will be redeemed by ATII Public Shareholders for an aggregate payment of approximately $242.0 million from the funds in the Trust Account based on the Assumed Redemption Price.

The required disclosure is not a guarantee that the trading price of the combined company will not be below the IPO offering price of the ATII Public Units, nor is the disclosure a guarantee the company valuation will attain one of the stated levels of valuation.

232

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE

FINANCIAL INFORMATION

The following table sets forth the historical comparative share information for ATII and Forge Nano on a stand-alone basis and the unaudited pro forma combined share information for the three months ended March 31, 2026 and the year ended December 31, 2025, after giving effect to the Business Combination, assuming (i) no ATII Public Shareholders exercise redemption rights with respect to their ATII Public Shares in connection the consummation of the Business Combination; and (ii) the ATII Public Shareholders exercise their redemption rights with respect to a maximum of 23,000,000 Public Shares, or approximately $10.52 per share or $242.0 million. This scenario includes all adjustments contained in the No Additional Redemptions Scenario and presents additional adjustments to reflect the effect of the Maximum Redemptions Scenario.

This information is only a summary and should be read together with the selected historical financial information summary of ATII and Forge Nano and the historical financial statements and related notes of each of ATII and Forge Nano, in each case, that are included elsewhere in this proxy statement. The unaudited pro forma combined per share information of ATII and Forge Nano is derived from, and should be read in conjunction with, the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and related notes included elsewhere in this proxy statement.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had ATII and Forge Nano consummated a business combination during the period presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of ATII and Forge Nano would have been had ATII and Forge Nano consummated a business combination during the period presented.

	Forge Nano (Historical)		ATII (Historical)		Pro Forma Combined (No  Redemption)		Pro Forma Combined (Maximum Redemptions)
As of and for the Three Months Ended March 31, 2026
Book (deficit) value per share(1)	$	(79.70)	$	(0.24)	$	(2.57)	$	(4.92)
Weighted average shares outstanding – basic and diluted		1,596,561		23,000,000		150,648,914		127,648,914
Net (loss) income per share – basic and diluted	$	(7.31)	$	0.06	$	(0.08)	$	(0.09)
Weighted average shares outstanding – basic and diluted				6,590,000
Net income per share – basic and diluted			$	0.06
Weighted average shares outstanding – basic and diluted				6,590,000
Net income per share – basic and diluted			$	0.06

(1) The book (deficit) value per share is equal to the total stockholders’ (deficit) equity divided by the total number of basic (or diluted) outstanding shares.

	Forge Nano (Historical)		ATII (Historical)		Pro Forma Combined (No  Redemption)		Pro Forma Combined (Maximum Redemptions)
For the Year Ended December 31, 2025
Weighted average shares outstanding – basic and diluted		1,545,163		20,290,411		150,648,914		127,648,914
Net (loss) income per share – basic and diluted	$	(27.94)	$	0.30	$	(0.31)	$	(0.36)
Weighted average shares outstanding  – basic and diluted				6,402,685
Net income per share – basic and diluted			$	0.30
Weighted average shares outstanding – basic and diluted				6,488,986
Net income per share – basic and diluted			$	0.30

233

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(ACQUISITION OF HzO)

The following unaudited pro forma condensed combined financial information (acquisition of HzO) presents the consolidated balance sheet and statements of operations of the previously presented pro forma combined company, after giving effect to the acquisition of HzO pursuant to the term sheet dated February 24, 2026, between Forge Nano, Inc. and HzO, Inc. as further described in “Note 1. Description of the Transaction”. The unaudited pro forma condensed combined financial information (acquisition of HzO) is derived from and should be read in conjunction with:

● the unaudited pro forma condensed combined financial statements as of and for the three months ended March 31, 2026, included elsewhere in this proxy statement/prospectus;

● the unaudited pro forma condensed combined financial statements for the year ended December 31, 2025, included elsewhere in this proxy statement/prospectus;

● HzO’s unaudited consolidated financial statements as of and for the three months ended March 31, 2026, included elsewhere in this proxy statement/prospectus; and

● HzO’s audited consolidated financial statements for the year ended December 31, 2025, included elsewhere in this proxy statement/prospectus.

The accompanying unaudited pro forma condensed combined financial information (acquisition of HzO) has been prepared in accordance with Article 11 of Regulation S-X and reflects the impact of the probable acquisition of HzO on the previously presented pro forma combined financial information.

The unaudited pro forma condensed combined balance sheet (acquisition of HzO) and the unaudited pro forma condensed combined statements of operations (acquisition of HzO), referred to collectively as the unaudited pro forma condensed combined financial information (acquisition of HzO), were prepared using the acquisition method of accounting for the acquisition of HzO. Under this method of accounting, which is in accordance with Accounting Standards Codification 805 – Business Combinations (“ASC 805”) under generally accepted accounting principles in the United States (“U.S. GAAP”), Forge Nano is the accounting acquirer of HzO and the purchase price for HzO is allocated to the underlying assets acquired and liabilities assumed based on their respective fair values, with any excess purchase price allocated to goodwill.

The unaudited pro forma condensed combined balance sheet (acquisition of HzO) reflects the estimated effects of the acquisition of HzO as if it had been completed on March 31, 2026, and the unaudited pro forma condensed combined statements of operations (acquisition of HzO) reflect the estimated effects of the acquisition of HzO as if it had been completed on January 1, 2025.

The unaudited pro forma condensed combined financial information (acquisition of HzO) has been presented for informational purposes only and is not necessarily indicative of what the combined financial position or results of operations would have been had the acquisition of HzO been completed as of the date indicated. In addition, the unaudited pro forma condensed combined financial information (acquisition of HzO) does not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed combined financial information (acquisition of HzO) contains adjustments that are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes to the information presented in the unaudited condensed combined pro forma financial information (acquisition of HzO). The assumptions underlying the pro forma adjustments are described in greater detail in the accompanying notes to the unaudited pro forma condensed combined financial information (acquisition of HzO).

Additional information about the basis of presentation of this information is provided in “Note 2. Basis of Presentation” hereto.

234

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

ACQUISITION OF HzO

MARCH 31, 2026

(in thousands, except share and per share data)

	Existing Pro Forma Combined (No Redemption)		HzO (Historical)		Transaction Accounting Adjustments			Updated Pro Forma Combined (No Redemption)
Assets
Current assets
Cash and cash equivalents	$	360,254	$	4,615	$			$	364,869
Restricted cash and cash equivalents		315		—		—			315
Accounts receivable - net of allowance for credit losses		1,984		1,245		—			3,229
Contract assets - unbilled accounts receivable		6,465		—		—			6,465
Inventory		3,952		783		—			4,735
Prepaid expenses and other current assets		668		529		—			1,217
Total Current Assets		373,658		7,172					380,830
Property and equipment - net		14,149		3,218		4,798	(B)		22,165
Goodwill		3,124		8,079		11,031	(B)		22,234
Intangible asset - net		1,538		1,074		25,926	(B)		28,538
Restricted cash and cash equivalents		56		—		—			56
Right-of-use operating lease assets		64,365		2,507		—			66,872
Non-marketable equity securities		—		15,000		(15,000)	(A)		—
Other assets		—		424		—			424
Deposits		2,934		—		—			2,934
Total Assets	$	459,824	$	37,474	$	22,184		$	524,097
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	5,959	$	829	$	250	(C)	$	7,038
Current portion of operating lease liabilities		1,379		992		—			2,371
Contract liabilities - deferred revenue		3,346		—		—			3,346
Provision for loss on contract		694		—		—			694
Accrued and other current liabilities		2,410		940		—			3,350
Current portion of debt – net of discount		10,438		—		—			10,438
Unfavorable leasehold interest		—		—		74	(B)		74
Current portion of notes payable		—		22					22
Embedded derivative liability		—		29,052		(29,052)	(A)		—
Convertible promissory notes, net of discount		—		12,864		(12,864)	(A)		—
Warrant liability		—		1,568		(1,568)	(A)		—
Due to related party		4		—		—			4
Total Current Liabilities		24,230		46,267		(43,160)			27,337
Operating lease liabilities		62,802		1,740		—			64,542
Due to Sundew Technologies, LLC		2,765		—		—			2,765
Warrant liabilities		94,171		—		—			94,171
Other liabilities		—		83		—			83
Long-term notes payable, net of current portion		—		2,022		(2,000)	(B)		22
Earnout Shares liability		663,708		—		—			663,708
Total Liabilities		847,676		50,112		(45,160)			852,628
Stockholders’ Deficit
Pubco Common Stock		15		—		1	(B)		16
Convertible preferred stock, $0.001 par value, 49,086,791,753 shares authorized; 28,014,564,020 shares issued and outstanding		—		28,015		(28,015)	(B)		—
Common stock, $0.001 par value, 33,588,600,000 shares authorized; 44,824,953 shares issued and outstanding		—		45		(45)	(B)		—
Additional paid-in capital		—		291,374		58,484	(A)		59,570
						(290,288)	(B)
Accumulated deficit		(387,867)		(333,268)		333,268	(B)		(388,117)
						250	(C)
Other comprehensive income		—		1,196		(1,196)	(B)		—
Total Stockholders’ Deficit		(387,852)		(12,638)		71,959			(328,531)
Total Liabilities and Stockholders’ Deficit	$	459,824		37,474		26,799			524,097

235

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

ACQUISITION OF HzO

MARCH 31, 2026

(in thousands, except share and per share data)

	Existing Pro Forma Combined (Maximum Redemption)		HzO (Historical)		Transaction Accounting Adjustments			Updated Pro Forma Combined (Maximum Redemption)
Assets
Current assets
Cash and cash equivalents	$	120,551	$	4,615	$			$	125,166
Restricted cash and cash equivalents		315		—		—			315
Accounts receivable - net of allowance for credit losses		1,984		1,245		—			3,229
Contract assets - unbilled accounts receivable		6,465		—		—			6,465
Inventory		3,952		783		—			4,735
Prepaid expenses and other current assets		668		529		—			1,217
Total Current Assets		133,955		7,172					141,127
Property and equipment - net		14,149		3,218		4,798	(B)		22,165
Goodwill		3,124		8,079		11,031	(B)		22,234
Intangible asset - net		1,538		1,074		25,926	(B)		28,538
Restricted cash and cash equivalents		56		—		—			56
Right-of-use operating lease assets		64,365		2,507		—			66,872
Non-marketable equity securities		—		15,000		(15,000)	(A)		—
Other assets		—		424		—			424
Deposits		2,934		—		—			2,934
Total Assets	$	220,121	$	37,474	$	26,799		$	284,394
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	5,959	$	829	$	250	(C)	$	7,038
Current portion of operating lease liabilities		1,379		992		—			2,371
Contract liabilities - deferred revenue		3,346		—		—			3,346
Provision for loss on contract		694		—		—			694
Accrued and other current liabilities		2,410		940		—			3,350
Current portion of debt – net of discount		10,438		—		—			10,438
Unfavorable leasehold interest		—		—		74	(B)		74
Current portion of notes payable		—		22					22
Embedded derivative liability		—		29,052		(29,052)	(A)		—
Convertible promissory notes, net of discount		—		12,864		(12,864)	(A)		—
Warrant liability		—		1,568		(1,568)	(A)		—
Due to related party		4		—		—			4
Total Current Liabilities		24,230		46,267		(43,160)			27,337
Operating lease liabilities		62,802		1,740		—			64,542
Due to Sundew Technologies, LLC		2,765		—		—			2,765
Warrant liabilities		94,171		—		—			94,171
Other liabilities		—		83		—			83
Long-term notes payable, net of current portion		—		2,022		(2,000)	(B)		22
Earnout Shares liability		663,708		—		—			663,708
Total Liabilities		847,676		50,112		(45,160)			852,628
Stockholders’ Deficit
Pubco Common Stock		13		—		1	(B)		14
Convertible preferred stock, $0.001 par value, 49,086,791,753 shares authorized; 28,014,564,020 shares issued and outstanding		—		28,015		(28,015)	(B)		—
Common stock, $0.001 par value, 33,588,600,000 shares authorized; 44,824,953 shares issued and outstanding		—		45		(45)	(B)		—
Additional paid-in capital		—		291,374		58,484	(A)		59,570
						(290,288)	(B)
Accumulated deficit		(627,568)		(333,268)		333,268	(B)		(627,818)
						250	(C)
Other comprehensive income		—		1,196		(1,196)	(B)		—
Total Stockholders’ Deficit		(627,555)		(12,638)		71,959			(568,234)
Total Liabilities and Stockholders’ Deficit	$	220,121		37,474		26,799			284,394

236

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

ACQUISITION OF HzO

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(in thousands, except share and per share data)

	Existing Pro Forma Combined (No Redemption)		HzO (Historical)		Transaction Accounting Adjustments			Updated Pro Forma Combined (No Redemption)
Net Sales
Tool manufacturing and related services	$	1,538	$	—	$	—		$	1,538
Coating services		283		—		—			283
Battery manufacturing		313		—		—			313
Revenue - HzO		—		1,527		—			1,527
Total Net Sales		2,134		1,527		—			3,661
Cost of Sales
Tool manufacturing and related services		1,770		—		—			1,770
Coating services		1,201		—		—			1,201
Battery manufacturing		91		—		—			91
Cost of revenue - HzO		—		1,654		—			1,654
Total Cost of Sales		3,062		1,654		—			4,716
Gross loss		(928)		(127)		—			(1,055)
Operating Expenses
General and administrative expenses		10,808		2,080		144	(AA)		13,943
						911	(BB)
Sales and marketing		—		360		—			360
Research and development		—		201		—			201
Total operating expenses		10,808		2,641		1,055			14,504
Operating Loss		(11,736)		(2,768)		(1,055)			(15,559)
Other income (expense)
Interest earned on cash in bank account		12		—		—			12
Interest income		65		—		—			65
Grant income		976		—		—			976
Other income		37		1		—			38
Interest expense, change in fair value, and amortization of debt discount		(1,422)		(1,663)		—			(3,085)
Foreign currency gain		—		230		—			230
Embedded derivative loss		—		(21,097)		—			(21,097)
Other expense		(15)		—		—			(15)
Total other expense, net		(347)		(22,529)		—			(22,876)
Loss before provision for income taxes		(12,083)		(25,297)		(1,055)			(38,435)
Provision for income taxes		—		41		(41)	(CC)		—
Net loss	$	(12,083)	$	(25,338)	$	(1,014)		$	(38,435)
Weighted average number of shares outstanding, basic and diluted issued and outstanding									156,148,914
Net loss per share, basic and diluted									(0.25)

237

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

ACQUISITION OF HzO

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(in thousands, except share and per share data)

	Existing Pro Forma Combined (Maximum Redemption)		HzO (Historical)		Transaction Accounting Adjustments			Updated Pro Forma Combined (Maximum Redemption)
Net Sales
Tool manufacturing and related services	$	1,538	$	—	$	—		$	1,538
Coating services		283		—		—			283
Battery manufacturing		313		—		—			313
Revenue - HzO		—		1,527		—			1,527
Total Net Sales		2,134		1,527		—			3,661
Cost of Sales
Tool manufacturing and related services		1,770		—		—			1,770
Coating services		1,201		—		—			1,201
Battery manufacturing		91		—		—			91
Cost of revenue - HzO		—		1,654		—			1,654
Total Cost of Sales		3,062		1,654		—			4,716
Gross loss		(928)		(127)		—			(1,055)
Operating Expenses
General and administrative expenses		10,808		2,080		144	(AA)		13,943
						911	(BB)
Sales and marketing		—		360		—			360
Research and development		—		201		—			201
Total operating expenses		10,808		2,641		1,055			14,504
Operating Loss		(11,736)		(2,768)		(1,055)			(15,559)
Other income (expense)
Interest earned on cash in bank account		12		—		—			12
Interest income		65		—		—			65
Grant income		976		—		—			976
Other income		37		1		—			38
Interest expense, change in fair value, and amortization of debt discount		(1,422)		(1,663)		—			(3,085)
Foreign currency gain		—		230		—			230
Embedded derivative loss		—		(21,097)		—			(21,097)
Other expense		(15)		—		—			(15)
Total other expense, net		(347)		(22,529)		—			(22,876)
Loss before provision for income taxes		(12,083)		(25,297)		(1,055)			(38,435)
Provision for income taxes		—		41		(41)	(CC)		—
Net loss	$	(12,083)	$	(25,338)	$	(1,014)		$	(38,435)
Weighted average number of shares outstanding, basic and diluted issued and outstanding									133,148,914
Net loss per share, basic and diluted									(0.29)

238

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

ACQUISITION OF HzO

FOR THE YEAR ENDED DECEMBER 31, 2025

(in thousands, except share and per share data)

	Existing Pro Forma Combined (No Redemption)	HzO (Historical)	Transaction Accounting Adjustments	Updated Pro Forma Combined (No Redemption)
Net Sales
Tool manufacturing and related services	$