Exhibit 4.2
ASSUMPTION OF WARRANT AGREEMENT
THIS ASSUMPTION OF WARRANT AGREEMENT (this “Agreement”), is made and entered into effective as of October 21, 2026, by and among Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (the “Company”), ATII Holdings Inc. (to be renamed as Forge Nano Holdings, Inc.), a Delaware corporation (“Pubco”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Warrant Agreement (as defined below).
WHEREAS, Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (the “Company”), and the Warrant Agent previously entered into that certain Warrant Agreement, dated February 10, 2025 (the “Warrant Agreement”), pursuant to which the Warrant Agent agreed to act on behalf of the Company in connection with the issuance, registration, transfer, exchange, redemption and exercise of, among other Warrants, up to 11,500,000 warrants (the “Public Warrants”) underlying units issued in the Company’s initial public offering (the “IPO”), up to 420,000 warrants (the “Private Warrants”) issued in a private placement consummated simultaneously with the IPO, and up to 75,000 Working Capital Warrants issuable upon conversion of working capital loans;
WHEREAS, the IPO and the private placement were consummated on February 12, 2025;
WHEREAS, the Company has entered into an 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 the Company, Pubco, ATII Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub I”), ATII Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub II”), and Forge Nano, Inc., a Delaware corporation (“Forge Nano”), which provides for a Business Combination between the Company and Forge Nano;
WHEREAS, pursuant to the Merger Agreement, (i) the Company will merge with and into Pubco, upon which the separate existence of the Company will cease and Pubco will be the surviving corporation (the “Domestication Merger”) and (ii) following the Domestication Merger, (A) 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”), and (B) immediately following the effective time of the First Company Merger, 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; and as a result of the Business Combination, holders of Ordinary Shares of the Company and equity interests of Forge Nano will become holders of shares of common stock, par value $0.0001 per share, of Pubco (“Pubco Common Stock”);
WHEREAS, upon consummation of the Business Combination, as provided in Section 4.5 of the Warrant Agreement, the Warrants will no longer be exercisable for Ordinary Shares of the Company but instead will be exercisable for Pubco Common Stock; and
WHEREAS, in connection with the Business Combination, Pubco wishes to confirm the assumption of the Company’s rights, duties, covenants and other obligations (the “Obligations”) under the Warrant Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
| 1. | Assumption of the Obligations. As of and with effect on and from the Reincorporation Effective Time (as defined in the Merger Agreement), the Company hereby assigns to Pubco all of the Company’s rights, titles, interests and obligations in and under the Warrant Agreement; and Pubco hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Warrant Agreement arising on, from and after the Reincorporation Effective Time. |
| 2. | Consent. The Warrant Agent hereby consents to (i) the assignment of the Warrant Agreement by the Company to Pubco and the assumption of the Warrant Agreement by Pubco from the Company, in each case effective as of the Reincorporation Effective Time, and (ii) the continuation of the Warrant Agreement, in full force and effect from and after the Reincorporation Effective Time. |
| 3. | No Amendments. Except for the assumption of the Obligations by Pubco hereunder, the Warrant Agreement shall remain unchanged and in full force and effect. |
| 4. | Miscellaneous. |
| (a) | The Company and Pubco agree to execute such reasonable further instruments or perform such reasonable acts which are or may become reasonably necessary to carry out the intent of this Agreement. |
| (b) | This Agreement shall be governed by and construed under the laws of the State of New York without regard to its conflict of laws principles. |
| (c) | This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. |
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| ARCHIMEDES TECH SPAC PARTNERS II CO. | ||
| By: | /s/ Long Long | |
| Name: Long Long | ||
| Title: Chief Executive Officer | ||
| ATII HOLDINGS INC. (TO BE RENAMED AS FORGE NANO HOLDINGS, INC.) | ||
| By: | /s/ Long Long | |
| Name: Long Long | ||
| Title: Chief Executive Officer | ||
| ODYSSEY TRANSFER AND TRUST COMPANY, as Warrant Agent | ||
| By: | /s/ Rebecca Paulson | |
| Name: Rebecca Paulson | ||
| Title: President | ||