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Table of Contents
As filed with the Securities and Exchange Commission on November 16, 2021.
No. 333-259639
 
 
 
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
 
 
ALTIMAR ACQUISITION CORP. II*
(Exact name of registrant as specified in its charter)
 
 
 
 
Cayman Islands*
 
6770
 
98-1571400
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification No.)
40 West 57th Street
33rd Floor
New York, NY 10019
(212)
287-6767
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
Tom Wasserman
40 West 57th Street
33rd Floor
New York, NY 10019
(212)
287-6767
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies of all communications, including communications sent to agent for service, should be sent to:
 
Ariel J. Deckelbaum, Esq.
Raphael M. Russo, Esq.
Paul, Weiss, Rifkind,
Wharton & Garrison LLP
1285 Avenue of the Americas New York,
NY 10019
(212)
373-3000
 
Steven J. Gavin, Esq.
Matthew F. Bergmann, Esq.
Winston & Strawn LLP
35 W. Wacker Drive
Chicago, IL 60601
(312)
558-5600
 
Ryan Martin
Fathom Holdco, LLC
1050 Walnut Ridge Drive
Hartland, WI 53209
(262)
367-8254
 
 
Approximate date of commencement of proposed sale to the public
: As soon as practicable after this Registration Statement becomes effective.
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 Securities Exchange Act of 1934 (“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.  
 
 
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the 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 of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
*
Immediately prior to the consummation of the Business Combination described in the proxy statement/prospectus, Altimar Acquisition Corp. II intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Altimar Acquisition Corp. II’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed Fathom Digital Manufacturing Corporation (“Fathom”) in connection with the Business Combination, as further described in the proxy statement/prospectus. As used in this proxy statement/prospectus, the term “registrant” refers to Altimar Acquisition Corp. II (a Cayman Islands exempted company), prior to the Domestication, and to Fathom (a Delaware corporation), following the Domestication.
 
 
 

Table of Contents
CALCULATION OF REGISTRATION FEE
 
 
Title of Each Class of
Securities to be Registered
 
Amount
to be
Registered(4)
 
Proposed
Maximum
Offering Price
Per Unit
 
Proposed
Maximum
Aggregate
Offering Price
 
Amount of
Registration Fee
Class A common stock(1)
 
43,125,000
 
$9.92(5)
 
$1,714,253,000(6)
 
$183,463.15(8)
Class A common stock(2)
 
130,293,750
 
 
 
 
 
 
Warrants to purchase Class A common stock(3)
 
18,525,000
 
N/A
 
N/A(7)
 
N/A(9)
Total
 
 
 
 
 
$1,714,253,000
 
$183,463.15(10)
 
 
This registration statement relates to the registration of securities that will be issued by Fathom Digital Manufacturing Corporation, a Delaware corporation (“Fathom”), in connection with a series of transactions that comprise the business combination described in this registration statement and the accompanying proxy statement/prospectus, including securities that may be issued in the future upon the exercise, exchange or conversion of certain of the securities issued in the business combination as described herein (the “Business Combination”).
 
1.
The number of shares of Class A common stock of Fathom being registered includes (i) those relating to 34,500,000 Class A ordinary shares that were sold in connection with Altimar Acquisition Corp. II’s (“Altimar II”) initial public offering pursuant to its Registration Statement on
Form S-1
(File
No. 333-252260),
each of which will automatically convert into shares of Fathom Class A common stock in the Domestication (as defined herein) and remain outstanding following the Business Combination and (ii) 8,625,000 shares of Fathom Class A common stock representing 8,625,000 shares of Altimar II Class B ordinary shares held by the Altimar II Founders (as defined herein) that will automatically convert into 8,625,000 shares of Fathom Class C common stock, which shares will then automatically convert into 8,625,000 shares of Fathom Class A common stock prior to pro rata forfeiture by the Altimar II Founders of an aggregate of 2,587,500 of their shares of Class A common stock pursuant to the Forfeiture and Support Agreement as described herein. The 8,625,000 shares of Class A common stock identified above includes 1,267,500 shares of Class A common stock which constitute the Sponsor Earnout Shares (as defined herein).
2.
Represents the maximum number of shares of Class A common stock that may be issued as merger consideration consisting of: (i) 121,293,750 shares of Class A common stock that may be issued as consideration for the direct or indirect ownership interests in Fathom Holdco, LLC (“Fathom OpCo”) in connection with the Business Combination (including shares of Class A common stock that may be issued upon the exchange of units of Fathom OpCo that will be issued in the Business Combination (the “New Fathom Units”)) and (ii) 9,000,000 shares of Class A common stock to be issued as earnout consideration in the Business Combination (including shares of Class A common stock issuable upon the exchange of the portion of the earnout consideration to be issued initially in the form of New Fathom Units) and subject to vesting and forfeiture events under the terms of the documents governing the Business Combination.
3.
Calculated based on 8,625,000 redeemable warrants (the “Public Warrants”) and 9,900,000 redeemable warrants (the “Private Placement Warrants”), in each case issued by Altimar II, which will become warrants to purchase shares of Class A common stock in connection with the Business Combination.
4.
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
5.
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f)(l) under the Securities Act, (i) based on $9.92, the average of the high and low prices of the Class A ordinary shares of Altimar II on the New York Stock Exchange (the “NYSE”) on November 12, 2021 with respect to 21,893,750 additional shares of Fathom class A common stock being registered in connection with Amendment No. 2 of this Registration Statement on Form S-4, (ii) based on $9.88, the average of the high and low prices of the Class A ordinary shares of Altimar II on NYSE on September 13, 2021 with respect to 151,525,000 shares of Class A common stock previously registered in connection with the September 20, 2021 filing of this Registration Statement on Form S-4. Fathom will succeed Altimar II following the Business Combination described in this registration statement and the accompanying proxy statement/prospectus.
6.
The proposed maximum aggregate offering price consists of (i) $ 1,497,067,000 previously set forth in the September 20, 2021 filing of this Registration Statement on Form S-4 with respect to 151,525,000 shares of Class A common stock plus (ii) $217,186,000 with respect to 21,893,750 additional shares of Class A common stock being registered in connection with Amendment No. 2 of this Registration Statement on Form S-4.
7.
The maximum number of Warrants are being simultaneously registered hereunder.
8.
Calculated by the sum of (i) the product of $217,186,000 and 0.0000927 (the SEC filing fee rate effective from October 1, 2021 to September 30, 2022) and (ii) the product of $1,497,067,000 and 0.0001091 (the SEC filing fee rate effective from October 1, 2020 to September 30, 2021).
9.
No separate registration fee is required pursuant to Rule 457(g) under the Securities Act.
10.
The filing fee in respect of the 151,525,000 shares of Class A common stock previously registered in connection with the September 20, 2021 filing of the Registration Statement on Form S-4 was $163,330.01. The registrant previously paid a total of $170,000 in connection with the September 20, 2021 filing of the Registration Statement on Form S-4 and has therefore applied the balance, $6,670.49, towards paying the $20,133.14 filing fee in respect of the additional 21,893,750 shares of Class A common stock being registered in connection with this Amendment No. 2 of the Registration Statement on Form S-4.

Table of Contents
The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION, DATED NOVEMBER 16, 2021
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
ALTIMAR ACQUISITION CORP. II,
AND
PROSPECTUS FOR
173,418,750 SHARES OF CLASS A COMMON STOCK AND
18,525,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK OF
ALTIMAR ACQUISITION CORP. II (AFTER ITS DOMESTICATION AS A CORPORATION
INCORPORATED IN THE STATE OF DELAWARE AND RENAMING
AS FATHOM DIGITAL MANUFACTURING CORPORATION IN CONNECTION WITH THE DOMESTICATION)
The board of directors of Altimar Acquisition Corp. II, a blank check company incorporated as a Cayman Islands exempted company (the “Company,” “Altimar II,” “we,” “us” or “our”), has unanimously approved (i) the Domestication of Altimar II as a Delaware corporation (the “Domestication”) and (ii) the Business Combination Agreement, dated as of July 15, 2021, by and among Altimar II, Fathom Holdco, LLC, a Delaware limited liability company (“Fathom OpCo”), and the other parties thereto (as amended as of November 16, 2021 and as may be further amended from time to time, the “BCA” or the “Business Combination Agreement”), a copy of which is attached to this proxy statement/prospectus as
Annex C
. Fathom OpCo, doing business as “Fathom Digital Manufacturing,” is a leading
on-demand
digital manufacturing platform in North America, providing comprehensive product development and manufacturing services to many of the largest and most innovative companies in the world. In connection with the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Company will be renamed “Fathom Digital Manufacturing Corporation” (referred to herein as “Fathom”).
Upon consummation of the transactions contemplated by the Business Combination Agreement, the combined company will be organized in an
“Up-C”
structure. As part of these transactions, Altimar II will form a wholly owned subsidiary, Rapid Merger Sub, LLC (“Merger Sub”), which at the closing of the Business Combination (the “Closing”) will merge with and into Fathom OpCo (the “Merger”), with Fathom OpCo being the surviving entity of the Merger. Upon the completion of the Business Combination and as a result of the Merger, Fathom OpCo will be owned in part by former public shareholders of Altimar II and the Altimar II Founders, including Altimar Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and in part by continuing equity owners of Fathom OpCo (the “Continuing Fathom Unitholders”).
As described in this proxy statement/prospectus, Altimar II’s shareholders are being asked to consider and vote upon (among other things) the Business Combination, the Domestication and the other proposals set forth herein.
This proxy statement/prospectus covers 173,418,750 shares of Class A common stock, which includes shares issuable (i) upon conversion of Altimar II’s Class B ordinary shares to shares of Class C common stock which shares of Class C common stock shall then automatically convert into shares of Class A common stock prior to the pro rata forfeiture of an aggregate of 2,587,500 shares of Class A common stock by the Altimar II Founders as described herein, (ii) as consideration for the direct or indirect ownership interests in Fathom OpCo in connection with the Business Combination (including shares of Class A common stock that may be issued upon the exchange of units of Fathom OpCo that will be issued in the Business Combination), (iii) as earnout consideration in the Business Combination (subject to vesting and forfeiture events under the terms of the documents governing the Business Combination) and (iv) 18,525,000 Warrants to purchase shares of Class A common stock.
Altimar II’s units, public shares and Public Warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “ATMR.U”, “ATMR” and “ATMR.WS”, respectively. Altimar II intends to apply for listing, to be effective at the time of the Business Combination, of Fathom’s Class A common stock and warrants to purchase Class A common stock on the NYSE under the proposed symbols “FATH” and “FATH.WS,” respectively.
 
 
This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “
” beginning on page 53 of this proxy statement/prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this proxy statement/prospectus, passed upon the fairness of the BCA or the transactions contemplated thereby, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
 
 
This proxy statement/prospectus is dated                  , 2021, and is first being mailed to Altimar II’s shareholders on or about                 , 2021.

Table of Contents
ALTIMAR ACQUISITION CORP. II
A Cayman Islands Exempted Company
40 West 57th Street, 33rd Floor
New York, New York 10019
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON                      , 2021
TO THE SHAREHOLDERS OF ALTIMAR ACQUISITION CORP. II:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Special Meeting”) of Altimar Acquisition Corp. II, a Cayman Islands exempted company (“Altimar II,” “we,” “us” or “our”), will be held at                      a.m., Eastern Time, on,                     2021. For the purposes of complying with Altimar II’s Amended and Restated Memorandum and Articles of Association, the physical place of the meeting will be Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands. In light of the novel coronavirus pandemic and to support the well-being of Altimar II’s shareholders, directors and officers, Altimar II encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/altimarii/2021. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing: +1 877-770-3647 (within the U.S. and Canada and toll-free) or +1 312-780- 0854 (outside of the U.S. and Canada, standard rates apply). You are cordially invited to attend the Special Meeting, which will be held for the following purposes:
Proposal No.
 1 — The Business Combination Proposal
— to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law and adopt the Business Combination Agreement, dated as of July 15, 2021, as amended from time to time, by and among Altimar Acquisition Corp. II, Fathom Holdco, LLC (“Fathom OpCo”) and the other parties thereto. Upon consummation of the transactions contemplated by the Business Combination Agreement, including the Domestication, substantially all of the assets and business of the combined company will be held by Fathom OpCo. Altimar II and continuing equityholders of Fathom Holdco, LLC (the “Continuing Fathom Unitholders”) will be issued Class A units of Fathom OpCo (“New Fathom Units”). Altimar II will be the managing member of Fathom OpCo. Altimar II will issue to Continuing Fathom Unitholders for cash at par value a number of shares of Class B common stock equal to the number of New Fathom Units held by the Continuing Fathom Unitholders. Altimar II’s other shareholders will hold Class A common stock of the combined company. Shares of Class A common stock will be entitled to economic rights and one vote per share and shares of Class B common stock will be entitled to one vote per share but no economic rights. The combined company’s business will continue to operate through Fathom OpCo.
Proposal No.
 2 — The Domestication Proposal
— to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal is approved and adopted, the change of Altimar II’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and such proposal, the “Domestication Proposal”);
Proposal No.
 3 — The Organizational Documents Proposal
— to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the amendment and restatement of the Memorandum and Articles of Association by their deletion and replacement in their entirety with 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 Fathom, the post-Domestication company, which, if approved, would take effect at the time of the Domestication (we refer to this proposal as the “Organizational Documents Proposal”);
Proposal No.
 4
— The Advisory Charter Proposals
— to approve, on a
non-binding
advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with United States Securities and Exchange Commission (the “SEC”) guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as eight
sub-proposals
(which proposals we refer to, collectively, as the “Advisory Charter Proposals”);

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Advisory Charter Proposal 4A —
 to decrease the authorized share capital from 555,000,000 shares divided into 500,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), and 5,000,000 preferred shares, par value $0.0001 per share (“preferred shares”), to authorized capital stock of 500,000,000 shares, consisting of (i) 300,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), (ii) 180,000,000 shares of Class B common stock, par value $0.0001 per share (“Class B common stock”), (iii) 10,000,000 shares of Class C common stock, par value $0.0001 per share (“Class C common stock” and together with the Class A common stock and the Class B common stock, the “common stock”) and (iv) 10,000,000 shares of preferred stock;
Advisory Charter Proposal 4B
 — to provide that the Proposed Charter may be amended, altered or repealed, or any provision of the Proposed Charter inconsistent therewith may be adopted by (i) in the case of Articles 5, 6,7, 10 and 11 of the Proposed Charter, the affirmative vote of the holders of at least
sixty-six
and
two-thirds
percent (66 2/3%) of all the then outstanding shares of stock entitled to vote, voting together as a single class, at a meeting of the stockholders of Fathom called for that purpose and (ii) in the case of Articles 8 and 9 of the Proposed Charter, the affirmative vote of the holders of at least eighty percent (80%) of all the then outstanding shares of stock entitled to vote, voting together as a single class, at a meeting of the stockholders of Fathom called for that purpose, in each case, in addition to any other vote required by the Proposed Charter or otherwise required by law;
Advisory Charter Proposal 4C
 — to provide for (i) the election of directors by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors or, in the event that holders of any class or series of capital stock are entitled to elect one or more directors, a plurality of the votes cast by such holders, (ii) the filling of newly-created directorships or any vacancy on the board of directors by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director and (iii) the removal of directors only for cause and only upon (a) prior to the first date on which CORE and its Affiliated Companies (each as defined in the Proposed Charter) first cease to own at least 50% of the aggregate number of shares of common stock beneficially owned by CORE Industrial Partners, LLC (“CORE”) and any entity that controls, is controlled by or under common control with CORE (other than the Fathom and any company that is controlled by Fathom) and any investment funds managed by CORE (the “Affiliated Companies”) on the closing date of the Business Combination, as such number may be adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar changes in Fathom’s capitalization and as such number will be decreased in the event of a forfeiture of any earnout shares by CORE and its Affiliated Companies by the amount of earnout shares forfeited (the “Original Amount”), the affirmative vote of the holders of at least
sixty-six
and
two-thirds
percent (66 2/3%) of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class and (b) after the first date on which CORE and its Affiliated Companies cease to own at least 50% of the Original Amount, the affirmative vote of the holders of at least a majority of the total voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors;
Advisory Charter Proposal 4D
— to elect not to be governed by Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”);
Advisory Charter Proposal 4E
— to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims;
Advisory Charter Proposal 4F —
 to provide that each holder of record of Class A common stock, Class B common stock and Class C common stock (solely prior to the automatic conversion thereof to shares of Class A common stock as a result of the Business Combination) shall be entitled to one vote per share on all matters which stockholders generally are entitled to vote;
 
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Advisory Charter Proposal 4G —
 Subject to the rights of the holders of Preferred Stock and to the other provisions of applicable law and the Proposed Charter, the holders of shares of Class A common stock and, solely prior to the automatic conversion thereof upon and as a result of the Business Combination, holders of Class C common stock, in each case shall be entitled to receive ratably in proportion to the number of shares of Class A common stock and Class C common stock (as applicable) held by them such dividends and distributions (payable in cash, stock or otherwise), if any, as may be declared thereon by the Board of Directors at any time and from time to time out of any funds of Fathom legally available therefor. There will be no disparate consideration or treatment with respect to dividends and distributions, if any, declared or payable in respect of each share of the Class A common stock and Class C common stock (solely prior to the automatic conversion thereof upon and as a result of the Business Combination), on the one hand, and a New Fathom Unit, on the other hand. Dividends and other distributions shall not be declared or paid on the Class B common stock unless (i) the dividend consists of shares of Class B common stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable for shares of Class B common stock paid proportionally with respect to each outstanding share of Class B common stock and (ii) a dividend consisting of shares of Class A common stock, Class C common stock (solely prior to the automatic conversion thereof upon and as a result of the Business Combination) or of rights, options, warrants or other securities convertible or exercisable into or exchangeable for shares of Class A common stock (to the extent a similar or contemptuous dividend or distribution is not paid on the New Fathom Units) or Class C common stock (solely prior to the automatic conversion thereof upon and as a result of the Business Combination) on equivalent terms is simultaneously paid to the holders of Class A common stock and Class C common stock (solely prior to the automatic conversion thereof upon and as a result of the Business Combination). If dividends are declared on the Class A common stock, the Class B common stock or the Class C common stock (solely prior to the automatic conversion thereof upon and as a result of the Business Combination) that are payable in shares of common stock, or securities convertible into, or exercisable or exchangeable for common stock, the dividends payable to the holders of Class A common stock shall be paid only in shares of Class A common stock (or securities convertible into, or exercisable or exchangeable for Class A common stock), the dividends payable to the holders of Class B common stock shall be paid only in shares of Class B common stock (or securities convertible into, or exercisable or exchangeable for Class B common stock), the dividends payable to the holders of Class C common stock shall be paid only in shares of Class C common stock (or securities convertible into, or exercisable or exchangeable for Class C common stock), and such dividends shall be paid in the same number of shares (or fraction thereof) on a per share basis of the Class A common stock, Class B common stock and Class C common stock, respectively (or securities convertible into, or exercisable or exchangeable for the same number of shares (or fraction thereof) on a per share basis of the Class A common stock, Class B common stock and Class C common stock, respectively);
Advisory Charter Proposal 4H —
to eliminate various provisions in the Existing Organizational Documents applicable only to blank check companies, including the provisions requiring that Altimar II have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination;
Proposal No.
 5 — The Stock Issuance Proposal
— to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of shares of Class A common stock pursuant to the PIPE Subscription Agreements (as defined below), forms of which are attached to this proxy statement/prospectus as
Annex J
and
Annex L
(we refer to this proposal as the “Stock Issuance Proposal”);
Proposal No.
 6 — The Business Combination Issuance Proposal
— to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE (including
 
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any rules applicable to a “change of control”), the issuance of shares of Class A common stock, Class B common stock and Class C common stock (i) pursuant to the terms of the Business Combination Agreement, (ii) upon the exchange of New Fathom Units pursuant to the Fathom Operating Agreement and (iii) upon the conversion, in accordance with our Proposed Charter, of any such common stock issued pursuant to (i) or (ii) (we refer to this proposal as the “Business Combination Issuance Proposal”);
Proposal No.
 7
— The Equity Incentive Plan Proposal
 — to consider and vote upon a proposal to approve by ordinary resolution, assuming the Stock Issuance Proposal and the Business Combination Issuance Proposal are approved and adopted, the Fathom Digital Manufacturing Corporation 2021 Omnibus Incentive Plan (the “2021 Omnibus Plan”), a copy of which is attached to this proxy statement/prospectus as
Annex H
(we refer to this proposal as the “Equity Incentive Plan Proposal”);
Proposal No.
 8
The ESPP Proposal
— to consider and vote upon a proposal to approve by ordinary resolution, assuming the Stock Issuance Proposal and the Business Combination Issuance Proposal are approved and adopted, the Fathom Digital Manufacturing Corporation’s 2021 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as
Annex I
(we refer to this proposal as the “ESPP Proposal” and, collectively with the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Business Combination Issuance Proposal and the Equity Incentive Plan Proposal, the “Condition Precedent Proposals”); and
Proposal No.
 9
The Adjournment Proposal
— to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Condition Precedent Proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).
The Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Business Combination Issuance Proposal, the Equity Incentive Plan Proposal, and the ESPP Proposal, collectively, are referred to herein as the “Condition Precedent Proposals.”
Only holders of record of Altimar II’s Class A ordinary shares and Class B ordinary shares (collectively, “ordinary shares”) at the close of business on                 , 2021 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournment of the Special Meeting.
The resolutions to be voted upon in person or by proxy at the Special Meeting relating to the above proposals are set forth in the proxy/statement prospectus sections entitled
 “Proposal No.
 1 — The Business Combination Proposal”, “Proposal No.
 2 — The Domestication Proposal”, “Proposal No.
 3 — The Organizational Documents Proposal”, “Proposal No.
 4 — The Advisory Charter Proposals”, “Proposal No.
 5 — The Stock Issuance Proposal”, “Proposal No.
 6 — The Business Combination Issuance Proposal”, “Proposal No.
 7 — The Equity Incentive Plan Proposal”, “Proposal No.
 8 — The ESPP Proposal”
 and
 “Proposal No.
 9 — The Adjournment Proposal”,
 respectively.
We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting.
Whether or not you plan to attend the Special Meeting, we urge you to read when available the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled
Risk Factors
.”
After careful consideration, Altimar II’s board of directors has determined that each of the proposals set forth above is in the best interests of Altimar II and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
 
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The existence of financial and personal interests of Altimar II’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of Altimar II and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “
The Business Combination Proposal — Interests of Altimar
II
Directors and Officers in the Business Combination
” in the proxy statement/prospectus when it becomes available for a further discussion.
Under the Business Combination Agreement, the approval of each of the Condition Precedent Proposals is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. The Advisory Charter Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposal. If our shareholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated.
In connection with our initial public offering, on February 4, 2021, Sponsor and our officers and directors at the time of our initial public offering entered into a letter agreement (the “IPO Letter Agreement”) pursuant to which they agreed, among other things, to vote their Class B ordinary shares purchased prior to our initial public offering (“founder shares”), as well as any Class A ordinary shares sold by us in our initial public offering (“public shares”) purchased by them during or after our initial public offering, in favor of Altimar II’s initial business combination (including the proposal recommended by Altimar II’s board of directors in connection with such business combination).
Accordingly, we expect them to vote their shares in favor of all proposals being presented at the Special Meeting. In addition, pursuant to the Forfeiture and Support Agreement, dated July 15, 2021 and as amended on November 16, 2021 (as may be further amended from time to time, the “Forfeiture and Support Agreement”), the parties, agreed, among other things, effective upon the Closing that, (a) Sponsor, on behalf of itself and the other Altimar II Founders, will waive the anti-dilution adjustments set forth in Altimar II’s existing Memorandum and Articles of Association and which will be set forth in Altimar II’s Certificate of Incorporation in connection with the Business Combination, (b) the Altimar II Founders will forfeit and surrender for no additional consideration the Forfeited Shares (as defined herein) and (c) Sponsor, from the date of the Business Combination Agreement until the earlier of Closing or the termination of the Business Combination Agreement in accordance with its terms, will refrain from taking (and not cause Altimar II to take) any action the effect of which would be to cause Altimar II to breach its
non-solicitation
obligations set forth in Section 9.08 of the Business Combination Agreement. In addition, the Altimar II Founders agreed, among other things, (i) from the date of the Business Combination Agreement until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, to not redeem any Class A ordinary shares (or, if applicable, shares of Altimar II Class A common stock) held by them and (ii) prior to the consummation of Business Combination or the termination of the Business Combination Agreement, to vote or cause to be voted, all of the Altimar II shares beneficially owned by the Altimar II Founders, at every meeting of the shareholders of Altimar II at which such matters are considered and at every adjournment or postponement thereof: (1) in favor of (A) the Business Combination and the Business Combination Agreement and the other transactions contemplated thereby (including any proposals recommended by Altimar II’s Board of Directors in connection with the Business Combination) and (B) any proposal to adjourn or postpone such meeting of shareholders to a later date if there are not sufficient votes to approve the Business Combination; (2) against any action, proposal, transaction or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Altimar II under the Business Combination Agreement; and (3) against (A) any proposal or offer from any person concerning (I) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving Altimar II, or (II) the issuance or acquisition of shares of capital stock or other Altimar II equity securities (other than as contemplated or permitted by the Business Combination Agreement); and (B) any action, proposal, transaction or agreement that would reasonably be expected to (x) impede the fulfillment of Altimar II’s conditions under the Business Combination Agreement or change in any manner the voting rights of any class of Altimar II’s shares or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor or any of the other Altimar II Founders contained in the Forfeiture and Support Agreement.
 
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Pursuant to Altimar II’s Existing Organizational Documents, a holder of public shares (“Public Shareholder”) may request that Altimar II redeem all or a portion of its public shares (which would become shares of Class A common stock in the Domestication) for cash if the Business Combination is consummated. For the purposes of Article 49.3 of the Existing Organizational Documents and the Cayman Islands Companies Act (As Revised), the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in the proxy statement/prospectus relating to the Business Combination shall be interpreted accordingly. You will be entitled to receive cash for any public shares to be redeemed only if you:
 
  (i)
(a) hold public shares or (b) hold units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
 
  (ii)
prior to                 5:00 p.m., Eastern Time, on                 , 2021, (a) submit a written request to Continental Stock Transfer & Trust Company, Altimar II’s transfer agent (the “transfer agent”), that Altimar II redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so.
Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal.
If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest, less income taxes payable, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of                 , 2021, this would have amounted to approximately $    per public share. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See “
The Extraordinary General Meeting — Redemption Rights
” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The total consideration to be paid to the Fathom Blocker Owners and the Continuing Fathom Unitholders (each as defined herein), including CORE Industrial Partners Fund I, LP, at the Closing shall equal the aggregate of:
 
  (a)
(i) All the cash proceeds from the Trust Account established for the purpose of holding the net proceeds of Altimar II’s initial public offering, net of any amounts paid to Altimar II’s shareholders that exercise their redemption rights in connection with the Business Combination, together with the proceeds from the PIPE Investment (as defined herein) (the “Available Cash Amount”), (ii) 
minus
$10,000,000 to be contributed by Altimar II to the balance sheet of Fathom OpCo, (iii)
 minus
$20,000,000 to be used to pay down certain indebtedness of Fathom OpCo, (iv)
 minus
certain transaction expenses of Fathom OpCo and Altimar II, which include fees and expenses of various advisors, transfer taxes, employee transaction bonuses, and filing and listing fees (the “Closing Cash Consideration”);
 
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  (b)
A number of shares of Class A common stock and newly issued Class A units of Fathom OpCo (the “New Fathom Units”) (together with one share of Class B common stock to be issued at par value for cash in respect of each New Fathom Units), to be allocated as set forth on a schedule, dated as of the Closing Date, setting forth (i) the name of each Continuing Fathom Unitholder and Fathom Blocker Owner, and (ii) the allocation of the Closing Cash Consideration, the Closing Seller Equity Consideration and the Earnout Shares at the Closing to each of the Continuing Fathom Unitholders and Fathom Blocker Owners (the “Allocation Schedule”), in an aggregate number (rounded up to the nearest whole share) equal to (a) the quotient of (i) the result of (A) $1,200,000,000
minus
(B) the Closing Cash Consideration
divided by
(ii) $10.00 plus (b) 1,293,750, in each case of clauses (a) and (b), to be allocated as set forth on the Allocation Schedule (the “Closing Seller Equity Consideration”); and
 
  (c)
An aggregate of 9,000,000 shares of earnout equity consideration (in Class A common stock and New Fathom Units) (the “Earnout Shares”). These earnout shares will vest in three equal tranches of 3,000,000 shares, with each tranche vesting at each of the following share price thresholds: $12.50, $15.00 and $20.00, in each case subject to the vesting and forfeiture provisions set forth in the Investor Rights Agreement (as defined herein) and Fathom OpCo’s Amended and Restated Limited Liability Company Agreement (the “Fathom Operating Agreement”). The earnout period will be five years from the date of the closing of the Business Combination. The achievement of the price threshold will be determined based on a VWAP for 20 trading days within any
30-trading
day period or a change of control transaction of Fathom that implies the same per share valuation as the applicable price threshold.
The Closing is subject to certain customary conditions, including, among other things: (i) the approval of the Business Combination and other matters by Altimar II’s shareholders; (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain additional regulatory approvals; (iii) the Available Cash Amount equaling no less than $90,000,000 (after giving effect to the receipt of proceeds from the Backstop Investment (as defined below), if applicable) at the Closing (such condition, the “Available Cash Amount Condition”); (iv) (x) fundamental representations and warranties (which includes Organization, Due Authorization, Holding Company; Ownership and Brokers’ Fees) bring down conditions to an “all material respects” standard, (y) general representations and warranties bring down conditions to a “material adverse effect” standard and (z) capitalization representation bring down condition to a “de minimis” standard; (v) covenant bring down conditions to an “all material respects” standard; (vi) the absence of a material adverse effect on the respective parties; and (vii) the effectiveness of this registration statement and the listing of Fathom Class A common stock to be issued in the Business Combination on the New York Stock Exchange (“NYSE”). To the extent permitted by law, the conditions in the Business Combination Agreement may be waived by the parties thereto.
In connection with entering into the Business Combination Agreement, Altimar II and Fathom OpCo entered into subscription agreements (the “Original PIPE Subscription Agreements”), each dated as of July 15, 2021, with certain institutional and other accredited investors (the “Original PIPE Investors”), pursuant to which, among other things, the PIPE Investors party thereto agreed to purchase an aggregate of 8,000,000 shares of Class A common stock following the Domestication and immediately prior to the Closing at a cash purchase price of $10.00 per share (the “Original PIPE Investment”). The Original PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of Altimar II, Fathom OpCo and the Original PIPE Investors and are subject to customary closing conditions (including, without limitation, that there is no amendment or modification to the Business Combination Agreement that is material and adverse to the Original PIPE Investor) and termination rights (including a termination right if the transaction contemplated by the Original PIPE Subscription Agreement has not been consummated by December 31, 2021, other than as a result of breach by the terminating party).
On November 16, 2021, Altimar II and Fathom OpCo entered into a subscription agreement with the CORE Investors (as defined below in “Selected Definitions”) pursuant to which, the CORE Investors (the “Backstop Investors”) agreed to purchase an aggregate of up to 1,000,000 shares of Class A common stock following the
 
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Domestication and immediately prior to the Closing at a cash purchase price of $10.00 per share (the “Backstop Investment” and together with the Original PIPE Investment, the “PIPE Investment”) only if (i) the Available Cash Amount is less than $90,000,000 and (ii) the Available Cash Shortfall (as defined below in “Selected Definitions”) does not exceed $10,000,000 (such agreement, the “CORE Backstop Agreement” and together with the Original PIPE Subscription Agreements, the “PIPE Subscription Agreements”).
All Altimar II shareholders are cordially invited to attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a shareholder of record holding ordinary shares, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, your failure to vote will have no effect on the vote count for the proposals to be voted on at the Special Meeting.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
If you have any questions or need assistance voting your ordinary shares, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling (877)
750-8129,
or banks and brokers can call collect at
(212) 750-5833.
Thank you for your participation. We look forward to your continued support.
 
                    , 2021   
By Order of the Board of Directors,
  
 
  
Tom Wasserman
Chief Executive Officer and Director
 
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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING CLASS A ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
This notice was mailed by Altimar II on                     , 2021.
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ADDITIONAL INFORMATION
If you have questions about the Business Combination or the Special Meeting, or if you need to obtain copies of the enclosed proxy statement/prospectus, proxy card or other documents incorporated by reference in the proxy statement/prospectus, you may contact Altimar II’s proxy solicitor listed below. You will not be charged for any of the documents you request.
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders may call toll free: (877)
750-8129
Banks and Brokers may call collect: (212)
750-5833
In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on                  , 2021, you must request the information no later than                  business days prior to the date of the Special Meeting, by                  , 2021.
For a more detailed description of the information incorporated by reference in the enclosed proxy statement/prospectus and how you may obtain it, see the section captioned “
Where You Can Find More Information
” of the enclosed proxy statement/prospectus.
 
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TRADEMARKS
This proxy statement/prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the
®
or
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. We do not intend our 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.
MARKET AND INDUSTRY DATA
This proxy statement/prospectus includes industry position and industry data and forecasts that Altimar II and Fathom OpCo obtained or derived from internal company reports, independent third party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses or review of internal company reports as well as the independent sources referred to above.
Although both Altimar II and Fathom OpCo believe that the information on which the companies have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and they have not independently verified any of the data from third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. Statements as to industry position are based on market data currently available. While Altimar II and Fathom OpCo are not aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.
 
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SELECTED DEFINITIONS
When used in this proxy statement/prospectus, unless the context otherwise requires:
 
   
“Adjournment Proposal”
refers to the Shareholder Proposal to be considered at the Special Meeting to adjourn the Special 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 Special Meeting.
 
   
“Adjusted EBITDA”,
a
non-GAAP measure,
means net losses before the impact of interest income or expense, income tax expense and depreciation and amortization, and further adjusted for the following items: stock-based compensation, transaction-related costs, and certain other non-cash and non-core items
 
   
Advisory Charter Proposals
” means the eight
sub-proposals
to take effect upon the Closing Date if the Organizational Documents Proposal is approved, consisting of Advisory Charter Proposal 4A, Advisory Charter Proposal 4B, Advisory Charter Proposal 4C, Advisory Charter Proposal 4D, Advisory Charter Proposal 4E, Advisory Charter Proposal 4F, Advisory Charter Proposal 4G, and Advisory Charter Proposal 4H.
 
   
“Allocation Schedule”
means a schedule to be prepared by Fathom dated as of the Closing Date setting forth the allocation to be made of the Closing Cash Consideration, the Closing Seller Equity Consideration and the Earnout Shares to each of the Continuing Fathom Unitholders and the Fathom Blocker Owners.
 
   
“Altimar II
” refers to Altimar Acquisition Corp. II, a blank check company incorporated as a Cayman Islands exempted company.
 
   
“Altimar II Founders”
refers to the Sponsor and the following seven members of the board of directors of Altimar II: Kevin Beebe, Payne Brown, Rick Jelinek, Roma Khanna, Michael Rubenstein, Vijay Sondhi and Michael Vorhaus and each of their respective permitted transferees and assigns
.
 
   
Altimar II Stockholder Redemption
” means the redemption of Public Shares by Altimar II shareholders for cash in accordance with the procedures set forth in the Amended and Restated Memorandum and Articles of Association and this proxy statement/prospectus.
 
   
“Amended and Restated Memorandum and Articles of Association”
refers to Altimar II’s Amended and Restated Memorandum and Articles of Association, effective as of February 4, 2021, attached to the proxy statement/prospectus which forms a part of this registration statement as
 Annex K
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
 
   
Available Cash Amount
” means all the cash proceeds from the Trust Account established for the purpose of holding the net proceeds of Altimar II’s IPO, net of any amounts paid to Altimar II’s shareholders that exercise their redemption rights in connection with the Business Combination, together with the proceeds from the Original PIPE Investment at the Closing.
 
   
“Available Cash Amount Condition”
refers to the condition in the BCA pursuant to which Available Cash Amount at the Closing shall not be less than $90.0 million.
 
   
Available Cash Shortfall
” refers to the positive difference if applicable, between the Available Cash Amount Condition and the Available Cash Amount.
 
   
“Balance Sheet Contribution”
refers to the $10,000,000 contribution by Altimar II to the balance sheet of Fathom OpCo at Closing.
 
   
Backstop Investment
” refers to the investment by the Backstop Investors of up to $10 million in public equity in the form of Class A common stock immediately following the Domestication and before the Closing pursuant to the terms and conditions of the CORE Backstop Agreement in the event that (i) the Available Cash Amount Condition is not satisfied and (ii) the Available Cash Shortfall does not exceed $10,000,000.
 
   
Backstop Investors
” means the CORE Investors and their permitted transferees and assigns.
 
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Backstop Formula
” means the Available Cash Shortfall divided by 10, provided that the formula shall not apply, and the Backstop Investment shall not be consummated, if the Available Cash Shortfall exceeds $10,000,000.
 
   
Backstop Shares
” refer to the up to 1,000,000 shares of Fathom Class A common stock to be purchased by the Backstop Investors, the exact number of which shall be determined in accordance with the Backstop Formula and the other terms and conditions of the CORE Backstop Agreement.
 
   
“BCA” or “Business Combination Agreement”
refers to the Business Combination Agreement, dated as of July 15, 2021 and amended on November 16, 2021, by and among Altimar II, Fathom OpCo and the other parties thereto, substantially in the form attached to this proxy statement/prospectus as
 Annex C
, as the same may be further amended, modified, supplemented or waived from time to time in accordance with its terms.
 
   
“Board”
refers to Altimar II’s board of directors or Fathom’s board of directors, as the context suggests.
 
   
“Business Combination”
refers to the transactions contemplated by the BCA.
 
   
Business Combination Issuance Proposal
means the proposal to the be considered at the Special Meeting to approve the issuance of stock in connection with the Business Combination in order to comply with the rules of the NYSE.
 
   
“Cayman Islands Companies Act”
refers to the Cayman Islands Companies Act (As Revised) of the Cayman Islands
.
 
   
“Centex”
refers to Centex Machine and Welding, Inc
.
 
   
“Class
 A common stock”
refers to the Class A common stock, par value $0.0001 per share, of the Company, including any shares of such Class A common stock issuable upon the exercise of any warrant or other right to acquire shares of such Class A common stock
.
 
   
“Class
 B common stock”
refers to the Class B common stock, par value $0.0001 per share, of the Company, including any shares of such Class B common stock issuable upon the exercise of any right to acquire shares of such Class B common stock.
 
   
“Class
 C common
stock
refers to the Class C common stock, par value $0.0001 per share, of the Company, including any shares of such Class C common stock issuable upon the exercise of any right to acquire shares of such Class C common stock
.
 
   
“Closing”
refers to the closing of the Business Combination
.
 
   
“Closing Cash Consideration”
means (i) the Available Cash Amount, (ii)
 minus
$10,000,000 to be contributed by Altimar II to the balance sheet of Fathom OpCo, (iii)
 minus
$20,000,000 to be used to pay down certain indebtedness of Fathom OpCo , and (iv)
 minus
certain transaction expenses of Fathom OpCo and Altimar II, which include fees and expenses of various advisors, transfer taxes, employee transaction bonuses, and filing and listing fees.
 
   
“Closing Seller Equity Consideration”
means a number of shares of Class A common stock and New Fathom Units (together with one share of Class B common stock to be issued at par value for cash in respect of each New Fathom Units), to be allocated as set forth on the Allocation Schedule (as defined in the Business Combination Agreement), in an aggregate number (rounded up to the nearest whole share) equal to (a) the quotient of (i) the result of (A) $1,200,000,000
minus
(B) the Closing Cash Consideration
divided by
(ii) $10.00 plus (b) 1,293,750, in each case of clauses (a) and (b), to be allocated as set forth on the Allocation Schedule.
 
   
“common stock” refers to shares of the Class A common stock, the Class B common stock and the Class C common stock, collectively.
 
   
“Company,” “our,” “we” or “us”
refers, prior to the consummation of the Business Combination, to Altimar II or Fathom OpCo, as the context suggests, and, following the Business Combination, to Fathom
.
 
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“Continuing Fathom Unitholders”
refers to equity owners of Fathom OpCo that continue to hold equity in Fathom OpCo following the Merger.
 
   
CORE Backstop Agreement
” refers to that certain Backstop Subscription Agreement, dated as of November 16, 2021, by and among Altimar II, Fathom OpCo and the Backstop Investors pursuant to which Altimar II has agreed to under certain circumstances issue an aggregate of up to 1,000,000 shares of Class A common stock to the Backstop Investors immediately following the Domestication and before the Closing at a purchase price of $10.00 per share, substantially in the form attached to this proxy statement/prospectus as
Annex L
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
 
   
“CORE Investors”
refers to CORE Industrial Partners Fund I, L.P. and CORE Industrial Partners Fund I Parallel, L.P.
 
   
Dahlquist
refers to Dahlquist Machine, Inc.
 
   
“Debt
Pay-Down
Amount”
refers to amount of the indebtedness of Fathom OpCo to be paid down at the Closing
.
 
   
“DGCL”
refers to the Delaware General Corporation Law, as amended
.
 
   
“dollars” or
$
” refers to U.S. dollars
.
 
   
“Domestication”
refers to the continuation of Altimar II by way of domestication of Altimar II into a Delaware corporation, with the ordinary shares of Altimar II becoming shares of common stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Proposed Charter (substantially in the form attached hereto as
 Annex A
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms) consistent with the DGCL and changing the name and registered office of Altimar II.
 
   
“Domestication Proposal”
refers to the Shareholder Proposal to be considered at the Special Meeting to approve the Domestication.
 
   
“Earnout Shares”
means (a) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $12.50 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, (b) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $15.00 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, and (c) a number of shares of Class A common stock and New Fathom Units, in the aggregate equal to 3,000,000, subject to a $20.00 volume weighted average price vesting threshold as set forth in the Investor Rights Agreement or Fathom Operating Agreement, as applicable, in each case, to be allocated as set forth on the Allocation Schedule in the BCA.
 
   
“Equity Incentive Plan Proposal”
means the proposal to be considered at the Special Meeting to approve and adopt the 2021 Omnibus Plan.
 
   
“ESPP”
refers to Fathom Digital Manufacturing Corporation’s 2021 Employee Stock Purchase Plan (the “ESPP”), substantially in the form attached to this proxy statement/prospectus as
Annex I
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
 
   
“ESPP Proposal”
means the proposal to be considered at the Special Meeting to approve and adopt the ESPP.
 
   
“Fathom”
refers to Fathom Digital Manufacturing Corporation, a Delaware corporation and the combined company following the consummation of the Business Combination, and its consolidated subsidiaries
.
 
   
“Fathom Blocker Owners”
means CORE Industrial Partners Fund I Parallel, LP, Siguler Guff Small Buyout Opportunities Fund III, LP, Siguler Guff Small Buyout Opportunities Fund III (F), LP, Siguler Guff Small Buyout Opportunities Fund III (C), LP, Siguler Guff Small Buyout Opportunities III (UK), LP, Siguler Guff HP Opportunities Fund II, LP, and Siguler Guff Americas Opportunities Fund, LP.
 
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“Fathom OpCo”
refers to Fathom Holdco, LLC, a Delaware limited liability company.
 
   
“Fathom Operating Agreement”
refers to the Second Amended and Restated Limited Liability Company Agreement of Fathom OpCo, to be entered into by and among Fathom OpCo and the other parties thereto, as it may be amended from time to time (substantially in the form attached hereto as
Annex G
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms).
 
   
“Forfeiture and Support Agreement”
refers to the Forfeiture and Support Agreement, dated as of July 15, 2021 and amended on November 16, 2021, by and among Altimar Sponsor II, LLC, the other Altimar II Founders party thereto, Altimar Acquisition Corp. II, Fathom and the other parties thereto, as the same may be further amended, modified, supplemented or waived from time to time in accordance with its terms.
 
   
“Forfeited Shares”
means an aggregate of 2,587,500 shares of Class A common stock to be forfeited pro rata by the Altimar II Founders pursuant to the Forfeiture and Support Agreement. “Forfeited Shares” shall have a correlative meaning to “Forfeiture” for purposes of this proxy statement/prospectus.
 
   
“Founder shares”
refers to the Class B ordinary shares of Altimar II held by the Altimar II Founders.
 
   
“GAAP”
refers to United States generally accepted accounting principles, consistently applied.
 
   
GPI
” refers to GPI Prototype & Manufacturing Services, LLC.
 
   
Incodema
” refers to Incodema Holdings, Inc.
 
   
“Investor Rights Agreement”
refers to the Investor Rights Agreement, to be entered into by and among Fathom and the other parties thereto, substantially in the form attached to this proxy statement/prospectus as
 Annex E
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
 
   
“IPO
” refers to Altimar II’s initial public offering of its Units, Public Shares and Public Warrants pursuant to the IPO registration statement, completed on February 9, 2021
.
 
   
“Laser”
refers to Laser Manufacturing, Inc.
 
   
“Legacy Fathom Owners”
means, collectively, the Fathom Blocker Owners and the Continuing Fathom Unitholders.
 
   
Majestic Metals
” refers to Majestic Metals, LLC.
 
   
Mark Two
” refers to Mark Two Engineering, LLC.
 
   
“Merger”
refers to the merger at the Closing of Merger Sub with and into Fathom OpCo, with Fathom OpCo as the surviving entity.
 
   
“Merger Sub”
refers to Rapid Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Altimar II.
 
   
“Micropulse West”
refers to Sureshot Precision, LLC d/b/a Micropulse West.
 
   
“New Credit Agreement”
means the new credit agreement entered into at Closing, by Fathom OpCo, certain lenders, and JPMorgan Chase Bank, N.A., as administrative agent thereunder
 
   
“New Fathom Units”
has the meaning given to the term “Class A Units” in the Fathom Operating Agreement.
 
   
Newchem
” refers to NewChem, Inc.
 
   
“NYSE”
refers to the New York Stock Exchange
.
 
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Organizational Documents Proposal
” means the proposal to be considered at the Special Meeting to approve the amendment and restatement of the Memorandum and Articles by their deletion and replacement with the Proposed Charter and the Proposed Bylaws.
 
   
“Original PIPE Investment”
means the private placement pursuant to which the Original PIPE Investors have committed to make a private investment in the aggregate amount of $80,000,000 in public equity in the form of Class A common stock following the Domestication and immediately prior to the Closing on the terms and conditions set forth in the Original PIPE Subscription Agreements
.
 
   
“Original PIPE Investors”
refers to the investors that have signed Original PIPE Subscription Agreements
.
 
   
“Original PIPE Securities
” refers to the shares of Class A common stock to be sold to the Original PIPE Investors pursuant to the Subscription Agreements
.
 
   
“Original Subscription
Agreements”
refers to the subscription agreements, dated as of July 15, 2021, by and among Altimar II, Fathom OpCo and the Original PIPE Investors, pursuant to which Altimar II has agreed to issue an aggregate of 8,000,000 shares of Class A common stock to the Original PIPE Investors immediately following the Domestication and before the Closing at a purchase price of $10.00 per share, substantially in the form attached to this proxy statement/prospectus as
Annex J
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
 
   
PIPE Investment
” means the Original PIPE Investment and the Backstop Investment.
 
   
PIPE Investors
” refers to the Original PIPE Investors and the Backstop Investors.
 
   
PIPE Securities
” refers to the Original PIPE Securities and the Backstop Shares.
 
   
PIPE Subscription Agreements
” refers to the Original PIPE Subscription Agreements and the CORE Backstop Agreement.
 
   
“PPC
” refers to Precision Process Corp.
 
   
Prior Acquisitions
” means the acquisitions of FATHOM, ICO Mold, Incodema, Newchem, GPI, Dahlquist, Majestic Metals and Mark Two completed in 2019 and 2020.
 
   
“Private Placement Warrants”
refers to the warrants acquired by our Sponsor in a private placement simultaneously with the closing of the IPO (including ordinary shares issuable upon conversion thereof).
 
   
“Pro Forma Adjusted EBITDA”
a
non-GAAP
measure, means pro forma net loss before the impact of interest income or expense, income tax expense or benefit and depreciation and amortization, and further adjusted for the same items as Adjusted EBITDA.
 
   
Proposed Bylaws
” refers to the bylaws of Fathom Digital Manufacturing Corporation following the Closing, substantially in the form attached to this proxy statement/prospectus as
 Annex B
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
 
   
Proposed Charter
” refers to the charter of Fathom Digital Manufacturing Corporation following the Closing, substantially in the form attached to this proxy statement/prospectus as
 Annex A
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
 
   
“Public Shareholders”
refers to the holders of the Public Shares or Public Warrants that were sold in the IPO.
 
   
“Public Shares”
refers to the Class A ordinary shares of Altimar II, par value $0.0001 per share, issued in the IPO.
 
   
“Public Warrants”
refers to the warrants issued in the IPO, entitling the holder thereof to purchase one of Altimar II’s Class A ordinary shares at an exercise price of $11.50, subject to adjustment
.
 
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“record date”
refers to                 , 2021, the date for determining the Altimar II shareholders entitled to receive notice of and to vote at the Special Meeting.
 
   
“Redemption Rights”
refer to the rights of the Altimar II Public Shareholders to demand redemption of their Public Shares for cash in accordance with the procedures set forth in the Amended and Restated Memorandum and Articles of Association and this proxy statement/prospectus
.
 
   
“Registration Rights Agreement”
refers to the Registration Rights Agreement, to be entered into by and among Fathom and the other parties thereto, substantially in the form attached to this proxy statement/prospectus as
 Annex F
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
 
   
“SEC
” refers to the U.S. Securities and Exchange Commission
.
 
   
“Securities Act”
refers to the Securities Act of 1933, as amended
.
 
   
Shareholder Proposals
refer, collectively, (i) the Business Combination Proposal, (ii) the Domestication Proposal, (iii) the Organizational Documents Proposal, (iv) the Advisory Charter Proposals, (v) the Business Combination Issuance Proposal, (vi) the Business Combination Issuance Proposal, (vii) the Equity Incentive Plan Proposal, (viii) the ESPP Proposal and (ix) the Adjournment Proposal.
 
   
Special Meeting
refers to the extraordinary general meeting of the shareholders of Altimar II to be held on                  at                  a.m., New York City Time, to vote on matters relating to the Business Combination. The Special Meeting will take place via live webcast at https://www.cstproxy.com/altimarii/2021 and telephonically by dialing: +1 877-770-3647 (within the U.S. and Canada and toll-free) or +1 312-780- 0854 (outside of the U.S. and Canada, standard rates apply). For the purposes of Altimar II’s Amended and Restated Articles of Association, the physical place of meeting will be Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.
 
   
“Sponsor”
refers to Altimar Sponsor II, LLC, a Delaware limited liability company
.
 
   
“Sponsor Earnout Shares”
means 1,267,500 shares of Class A common stock held by Sponsor (other than any shares of Altimar II common stock issued to Sponsor pursuant to the PIPE Investment) that will be unvested and restricted and that will vest automatically if (a) the VWAP of the Class A common stock equals or exceeds $12.50 per share for any twenty (20) trading days within a period of thirty (30) consecutive trading days and (b) there is a change of control of Fathom, unless the per share consideration to be received by the holders of Class A common stock in such change of control transaction is less than the vesting threshold applicable to the Sponsor Earnout Shares (each of (a) and (b), a “Vesting Event”). To the extent that, on or prior to the fifth (5th) anniversary of the Closing Date, a Vesting Event does not occur, all outstanding unvested Sponsor Earnout Shares will automatically be forfeited.
 
   
Summit
” refers to Summit Tooling, Inc., and Summit Plastics, LLC a Delaware corporation and limited liability company, collectively.
 
   
“Tax Receivable Agreement” or “TRA
” refers to the Tax Receivable Agreement to be entered into by and among Fathom, Fathom OpCo and the other parties thereto at the Closing substantially in the form attached to this proxy statement/prospectus as
 Annex D
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
 
   
“Transfer agent”
refers to Continental Stock Transfer & Trust Company.
 
   
“Trust Account”
refers to the trust account of Altimar II which holds the net proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes
.
 
   
2020 Acquisitions
” means the acquisitions of Incodema, Dahlquist, Majestic Metals, Mark Two, Newchem and GPI completed in 2020.
 
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2021 Acquisitions
” means the acquisitions of Summit, Centex, Laser, Micropulse West and PPC completed in 2021.
 
   
“2021 Term Loan”
means Fathom OpCo’s $172 million term loan from JPMorgan Chase Bank, N.A., as lender and administrative agent
 
   
“2021 Omnibus Plan”
refers to the Fathom Digital Manufacturing Corporation 2021 Omnibus Incentive Plan, substantially in the form attached to this proxy statement/prospectus as
Annex H
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms
.
 
   
“Voting and Support Agreements”
means the Voting and Support Agreements entered into on July 15, 2021, between Altimar II and Rapid Merger Sub, on the one hand, and various direct and indirect holders of equity in Fathom OpCo.
 
   
“Warrant Agent”
refers to
Continental Stock Transfer & Trust Company
.
 
   
“Warrants”
refers to the Public Warrants and the Private Placement Warrants of Altimar II
.
Many of the terms used in this proxy statement/prospectus, including Adjusted EBITDA and Pro Forma Adjusted EBITDA, may not be comparable to similarly titled measures used by other companies. Further, Adjusted EBITDA and Pro Forma Adjusted EBITDA are not measures of performance calculated in accordance with GAAP. We use Adjusted EBITDA and Pro Forma Adjusted EBITDA as measures of operating performance, not as measures of liquidity. They should not be considered in isolation or as substitutes for operating income, net income, operating cash flows or other income or cash flow statement data prepared in accordance with GAAP. The use of these measures without consideration of related GAAP measures is not adequate due to the adjustments described above. Our management compensates for these limitations by using
non-GAAP
measures as supplemental measures to our GAAP results. We present these measures to provide a more complete understanding of our performance as our management measures it. Amounts and percentages throughout this proxy statement/prospectus may reflect rounding adjustments and consequently totals may not appear to sum. For reconciliations
of non-GAAP measures
used by Fathom OpCo to Fathom OpCo’s GAAP results, see “
Fathom OpCo’s Management’s Discussion and Analysis of
 Financial Condition and Results of Operations
 —
 Reconciliation of Consolidated GAAP Financial Measures to Certain
 Non-GAAP
 Measures
”.
Share Calculations and Ownership Percentages
Unless otherwise specified, the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to the ownership of Fathom immediately following the completion of the Business Combination are for illustrative purposes only and assume the following:
 
  1.
The Original PIPE Investors acquire 8,000,000 shares of Class A common stock in connection with the Closing, for an aggregate purchase price of $80 million.
 
  2.
No Altimar II Public Shareholders exercise their redemption rights in connection with the Business Combination and as a result of the foregoing assumption, no Class A common stock will be forfeited by the Altimar II Founders.
 
  3.
The balance of the Trust Account as of the Closing is, and (as a result of the foregoing assumptions) the available proceeds from the Trust Account are, approximately $345 million. As a result, the Available Cash Amount is equal to approximately $425 million.
 
  4.
The Debt
Pay-Down
Amount (i.e., amount of the indebtedness of Fathom OpCo to be paid down at the Closing from funds in the Trust Account) is equal to $20 million.
 
  5.
The Balance Sheet Contribution is equal to $10 million.
 
  6.
None of the Warrants have been exercised and no shares of Class A common stock reserved for issuance under the proposed 2021 Omnibus Plan and the ESPP Plan have been issued.
 
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  7.
No New Fathom Units have been exchanged for Class A common stock (with a corresponding surrender of an equal number of shares of Class B common stock) in accordance with the terms of such securities.
 
  8.
Earnout Shares and Sponsor Earnout Shares are not vested.
 
  9.
No Backstop Shares have been issued pursuant to the CORE Backstop Agreement, except under the Maximum Redemptions scenario. In the Maximum Redemptions scenario, the Backstop Investors will be deemed to have purchased 1,000,000 Backstop Shares.
 
  10.
Pro rata forfeiture by Altimar II Founders of an aggregate of 2,587,500 shares of Class A common stock.
As a result of the assumptions set forth above:
 
   
The Closing Cash Consideration would be equal to $335.0 million;
 
   
The Closing Seller Equity Consideration would be comprised of an aggregate of 87,793,750 shares of Class A common stock and New Fathom Units (with each holder of New Fathom Units receiving an equal number of voting shares of Class B common stock); and
 
   
Holders of Altimar II Class B ordinary shares immediately prior to the Closing would receive an aggregate of 4,770,000 shares of Class A common stock in connection with the Closing (with 1,267,500 of those shares of Class A common stock constituting Sponsor Earnout Shares (as defined herein))
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this proxy statement/prospectus and in any document incorporated by reference herein are “forward looking statements.” Statements regarding the potential combination and expectations regarding the combined business are “forward looking statements.” In addition, words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:
 
   
our ability to complete the Business Combination, or, if we do not consummate the Business Combination, any other initial business combination;
 
   
the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to satisfy any conditions to Closing, including the failure to obtain certain approvals of Altimar II’s shareholders or to satisfy the Available Cash Amount Condition;
 
   
the occurrence of any event, change or other circumstances that could give rise to the termination of the BCA, including the failure to satisfy any of the conditions to Closing in the BCA;
 
   
the projected financial information, anticipated growth rate and market opportunity of Fathom;
 
   
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination;
 
   
our directors and officers potentially having conflicts of interest with our business or in approving the Business Combination, as a result of which they would receive compensation;
 
   
intense competition and competitive pressures from other companies in the digital manufacturing industry in which the combined company will operate;
 
   
factors relating to the business, operations and financial performance of Fathom, including market conditions and global and economic factors beyond Fathom’s control;
 
   
the impact of
COVID-19
and related significant market volatility on our business, our industry and the global economy;
 
   
costs related to the Business Combination;
 
   
the effect of legal, tax and regulatory changes; and
 
   
other factors detailed under the section entitled “
Risk Factors.
The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this proxy statement/prospectus, in our registration statement on Form
S-1
filed in connection with our IPO and any other documents we file or have filed with the SEC, including under Item 1A. Risk Factors of the Form
10-Q
for the quarter ended March 31, 2021 filed with the SEC on June 1, 2021. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material
 
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respects from those projected in these forward-looking statements. We may face additional risks and uncertainties that are not presently known to us, or that we deem to be immaterial, which may also impair our business, financial condition or prospects. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Altimar II, Fathom or Fathom OpCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before you grant your proxy or instruct how your vote should be cast or vote on the Shareholder Proposals to be put to vote at the Special Meeting, you should be aware that the occurrence of the events described in the “
Risk Factors
” section and elsewhere in this proxy statement/prospectus may adversely affect Altimar II, Fathom OpCo or Fathom following the consummation of the Business Combination.
 
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
AND THE EXTRAORDINARY GENERAL MEETING
The following are answers to certain questions that you may have regarding the Business Combination and the shareholder meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement//prospectus.
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
 
Q:
WHAT IS THE BUSINESS COMBINATION?
 
A:
Altimar II and Fathom OpCo have entered into the Business Combination Agreement, dated as of July 15, 2021 and subsequently amended on November 16, 2021, pursuant to which, among other things:
 
  (a)
Altimar II will change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware (the “Domestication”), upon which Altimar II will change its name to “Fathom Digital Manufacturing Corporation.”
 
  (b)
Fathom OpCo will issue managing member interests in Fathom OpCo to Altimar II in exchange for a nominal cash payment; and
 
  (c)
Following a series of reorganization transactions among certain equity holders of Fathom OpCo’s businesses (the “Fathom Blockers”) and Altimar II, as specified in the Business Combination Agreement, Rapid Merger Sub, LLC, a wholly owned subsidiary of Altimar II, will merge with and into Fathom OpCo (the “Fathom Merger”), with Fathom OpCo as the surviving entity of the Fathom Merger (Fathom OpCo, in its capacity as the surviving entity of the Fathom Merger, is sometimes referred to as the “Fathom Surviving Entity”). Following the Fathom Merger, the Fathom Surviving Entity will be owned by Altimar II and all other holders of Fathom OpCo units outstanding as of immediately prior to the Fathom Merger (such other holders, excluding Altimar II, are referred to as the “Continuing Fathom Unitholders”).
 
    
Upon consummation of the transactions contemplated by the Business Combination Agreement, the combined company will be organized in an
“Up-C”
structure, in which substantially all of the assets and business of the combined company will be held by Fathom OpCo. Altimar II and the Continuing Fathom Unitholders will be issued Class A units of Fathom OpCo (“New Fathom Units”). Altimar II will be the managing member of Fathom OpCo. Altimar II will issue to Continuing Fathom Unitholders for cash at par value a number of shares of Class B common stock equal to the number New Fathom Units held by the Continuing Fathom Unitholders. Altimar II’s other stockholders will hold Class A common stock of the combined company. Shares of Class A common stock will be entitled to economic rights and one vote per share and shares of Class B common stock will be entitled to one vote per share but no economic rights. The combined company’s business will continue to operate through Fathom OpCo.
 
    
Altimar II will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement and you are receiving this proxy statement/prospectus in connection with such meeting. See “
The Business Combination Agreement
” beginning on page 102. In addition, a copy of the Business Combination Agreement is attached to this proxy statement/prospectus as
Annex C
. We urge you to read carefully this proxy statement/prospectus and the Business Combination Agreement in their entirety.
 
Q:
WHY AM I RECEIVING THIS DOCUMENT?
 
A:
Altimar II is sending this proxy statement /prospectus to its shareholders to help them decide how to vote their shares of Altimar II ordinary shares with respect to the matters to be considered at the Special Meeting.
 
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The Business Combination cannot be completed unless Altimar II’s shareholders approve the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Business Combination Issuance Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal set forth in this proxy statement/prospectus. Information about the Special Meeting, the Business Combination and the other business to be considered by shareholders at the Special Meeting is contained in this proxy statement/prospectus.
 
    
This document constitutes a proxy statement of Altimar II and a prospectus of Altimar II. It is a proxy statement because the board of directors of Altimar II is soliciting proxies using this proxy statement/prospectus from its shareholders. It is a prospectus because Altimar II, in connection with the Business Combination, is offering shares of Class A common stock in exchange for its outstanding Class A ordinary shares and as part of the consideration to be received as part of the Business Combination. See “
The Business Combination Agreement — Consideration
to be Received in the Business Combination
”.
 
Q:
WHAT WILL ALTIMAR II EQUITYHOLDERS OWN AS A RESULT OF THE BUSINESS COMBINATION?
 
A:
Following completion of the Business Combination, Altimar II’s Public Shareholders will own approximately 25.5% of the fully-diluted common equity of Fathom (assuming that no shares of Altimar II’s Class A ordinary shares are elected to be redeemed by Altimar Public Shareholders and subject to the other assumptions set forth in “Unaudited Pro Forma Condensed Combined Financial Information”). Assuming maximum redemptions by Altimar II Public Shareholders and subject to the other assumptions set forth in “Unaudited Pro Forma Condensed Combined Financial Information”, Altimar II’s
non-redeeming
Public Shareholders will own 0% of the fully-diluted common equity of Fathom following the Business Combination.
 
Q:
WHAT WILL ALTIMAR II FOUNDERS OWN AS A RESULT OF THE BUSINESS COMBINATION?
 
A:
Following completion of the Business Combination, Altimar II Founders will own approximately 3.5% of the fully-diluted common equity of Fathom (assuming that no shares of Altimar II’s Class A ordinary shares are elected to be redeemed by Altimar Public Shareholders and subject to the other assumptions set forth in “Unaudited Pro Forma Condensed Combined Financial Information”). Assuming maximum redemptions by Altimar II Public Shareholders and subject to the other assumptions set forth in “Unaudited Pro Forma Condensed Combined Financial Information,” Altimar II Founders will own approximately 3.5% of the fully-diluted common equity of Fathom following the Business Combination. Assuming exercise of the 8,625,000 Public Warrants and the 9,900,000 Private Placement Warrants, the Altimar II Founders’ pro forma economic ownership of Fathom following the Business Combination is set forth below:
 
    
Assuming No

Redemptions
(1)
   
Assuming Maximum

Redemptions
(2)
 
    
Shares
    
Ownership

%
(3)
   
Voting

%
(3)
   
Shares
    
Ownership

%
(3)
   
Voting

%
(3)
 
Altimar II Founders
(4)
     14,670,000        9.6     9.6     14,670,000        9.6     9.6
 
(1)
This presentation assumes pro rata forfeiture by the Altimar II Founders’ of an aggregate of 2,587,500 shares of Class A common stock pursuant to the Forfeiture and Support Agreement.
(2)
This presentation assumes maximum redemptions. The assumptions under the maximum redemptions scenario include the assumption that Public Shareholders redeem all 34,500,000 outstanding shares of Altimar II’s Class A ordinary shares.
(3)
Percentage calculations assume the exercise and conversion of: (i) 8,625,000 Public Warrants and (ii) 9,900,000 Private Placement Warrants held by Sponsor. Percentage calculations exclude: (i) the Earnout Shares and the Sponsor Earnout Shares (each as defined herein), all of which will be unvested as of the Closing and (ii) shares and awards issuable under the 2021 Omnibus Plan.
 
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(4)
Holdings of Altimar II Founders consist of (i) the shares of Class A common stock held by the Sponsor and the other Altimar II Founders upon automatic conversion of their Class B ordinary shares into Class C common stock as a result of the Business Combination which shares of Class C common stock will then convert into Class A common stock and (ii) 9,900,000 shares issuable upon exercise of the Private Placement Warrants held by Sponsor. Holdings of Sponsor exclude 1,267,500 shares of Class A common stock that constitute Sponsor Earnout Shares (as defined herein).
 
Q:
WHAT EQUITY STAKE WILL CURRENT ALTIMAR II EQUITYHOLDERS AND CONTINUING FATHOM UNITHOLDERS HOLD IN FATHOM IMMEDIATELY AFTER THE CONSUMMATION OF THE BUSINESS COMBINATION?
 
A:
The following table summarizes the pro forma economic ownership of Class A common stock of Fathom following the Business Combination. For additional information, including the assumptions underlying the no redemptions and maximum redemptions scenarios presented below, see “Unaudited Pro Forma Condensed Combined Financial Information.” For purposes of the below No Redemptions presentation, the term “PIPE Investors” excludes the Backstop Investors pursuant to the CORE Backstop Agreement. For purposes of the below Maximum Redemptions presentation, (i) the term “PIPE Investors” includes the Backstop Investors pursuant to the CORE Backstop Agreement and (ii) the term “Legacy Fathom Owners” excludes the Backstop Shares issued to the Backstop Investors.
 
    
Assuming
No
Redemptions
   
Assuming
Maximum
Redemptions
 
Altimar II Public Shareholders
     25.5 %     0.0
Altimar II Founders
     3.5     3.5 %
PIPE Investors
     5.9     6.7 %
Legacy Fathom Owners
     65     89.8 %
    
 
 
   
 
 
 
Total
  
 
100.0
 
 
100.0
%
    
 
 
   
 
 
 
 
Q:
WHAT WILL FATHOM EQUITYHODLERS RECEIVE IN THE BUSINESS COMBINATION?
 
A:
The total consideration to be paid to CORE Industrial Partners Fund I Parallel, LP, Siguler Guff Small Buyout Opportunities Fund III, LP, Siguler Guff Small Buyout Opportunities Fund III (F), LP, Siguler Guff Small Buyout Opportunities Fund III (C), LP, Siguler Guff Small Buyout Opportunities III (UK), LP, Siguler Guff HP Opportunities Fund II, LP, and Siguler Guff Americas Opportunities Fund, LP (collectively, the “Fathom Blocker Owners”) and the Continuing Fathom Unitholders, including CORE Industrial Partners Fund I, LP, at the Closing shall equal the aggregate of:
 
  (a)
(i) All the cash proceeds from the Trust Account established for the purpose of holding the net proceeds of Altimar II’s initial public offering, net of any amounts paid to Altimar II’s shareholders that exercise their redemption rights in connection with the Business Combination, together with the proceeds from the PIPE Investment (as defined herein) (the “Available Cash Amount”), (ii) minus $10,000,000 to be contributed by Altimar II to the balance sheet of Fathom OpCo, (iii) minus $20,000,000 to be used to pay down certain indebtedness of Fathom OpCo, (iv) minus certain transaction expenses of Fathom OpCo and Altimar II, which include fees and expenses of various advisors, transfer taxes, employee transaction bonuses, and filing and listing fees (the “Closing Cash Consideration”);
 
  (b)
A number of shares of Class A common stock and New Fathom Units (together with one share of Class B common stock to be issued at par value for cash in respect of each New Fathom Units), to be allocated in accordance with the allocation schedule to be delivered at the Closing (the “Allocation Schedule”), in an aggregate number (rounded up to the nearest whole share) equal to (a) the quotient of (i) the result of (A) $1,200,000,000 minus (B) the Closing Cash Consideration divided by (ii) $10.00 (the “Closing Seller
 
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  Equity Consideration”) plus (ii) 1,293,750 in each case of clauses (a) and (b), to be allocated as set forth on the Allocation Schedule (the “Closing Seller Equity Consideration); and
 
  (c)
An aggregate of 9,000,000 shares of Class A common stock and New Fathom Units (the “Earnout Shares”). These earnout shares will be issued in three equal tranches of 3,000,000 shares and allocated in accordance with the Allocation Schedule, with each tranche vesting at each of the following share price thresholds: $12.50, $15.00 and $20.00, in each case subject to the vesting and forfeiture provisions set forth in the Investor Rights Agreement (as defined herein) and Fathom OpCo’s Amended and Restated Limited Liability Company Agreement (the “Fathom Operating Agreement”). The earnout period will be five years from the date of the closing of the Business Combination. The achievement of the price threshold will be determined based on a VWAP for 20 trading days within any
30-trading
day period or a change of control transaction of Fathom that implies the same per share valuation as the applicable price threshold.
 
    
The methodology to be followed in the Allocation Schedule at the Closing will provide for the payment of approximately $             of the Closing Cash Consideration to direct and indirect holders of outstanding preferred units of Fathom OpCo (including accrued but unpaid preferred distributions thereon), and will allocate the balance of the Closing Cash Consideration and the total Closing Seller Equity Consideration to direct and indirect holders of outstanding common units of Fathom OpCo, on a pro rata basis in accordance with the number of outstanding common units held. The Earnout Shares will be allocated in accordance with the Allocation Schedule to the direct and indirect holders of outstanding common units of Fathom OpCo on a pro rata basis in accordance with the number of outstanding common units held. The portion of the Closing Cash Consideration to be paid to direct and indirect holders of outstanding preferred units of Fathom OpCo as described above assumes, for illustration, the inclusion of accrued preferred distributions through                     , 2021. The total amount to be paid to the holders of preferred units will vary to reflect the accrued preferred distributions as of the Closing Date.
 
Q:
WHAT INFLUENCE WILL THE CORE INVESTORS HAVE ON FATHOM’S MANAGEMENT AND POLICIES FOLLOWING THE BUSINESS COMBINATION?
 
A:
Immediately following completion of the Business Combination and assuming no redemptions by Altimar II’s Public Shareholders, the CORE Investors will beneficially own approximately 46.1% of our Class A common stock and Class B common stock (or 63.7% assuming maximum redemptions by Altimar II Public Shareholders and not counting the Backstop Shares as part of the CORE Investors’ pro forma ownership). The Class A common stock and Class B common stock generally will vote together on matters submitted to a vote of our stockholders, including the election of directors. As a result, the CORE Investors will have the ability to influence our business and affairs through “negative control” rights resulting from their ownership of our Class A common stock and Class B common stock combined with certain supermajority voting provisions of the Proposed Charter and Proposed Bylaws, their general ability to vote on the election of directors to our board and the provisions in the Investor Rights Agreement described below.
 
    
In addition, in connection with the Business Combination, we will enter into the Investor Rights Agreement with the CORE Investors which will provide for an initial eleven-person board of directors, initially consisting of nine individuals to be designated by the CORE Investors, and one independent director to be mutually agreed by the CORE Investors and the Sponsor. The CORE Investors will have certain continued nomination rights for a number of directors ranging from the majority of the board of directors to one director, while they beneficially own shares of common stock in excess of certain ownership percentage of the amount owned by the CORE Investors at Closing, as determined in accordance with the Investor Rights Agreement. See “The Business Combination Agreement – Related Agreements – Investor Rights Agreement and Registration Rights Agreement” for more details with respect to the Investor Rights Agreement.
 
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Q:
WHEN WILL THE BUSINESS COMBINATION BE COMPLETED?
 
A:
The parties currently expect that the Business Combination will be completed in December 2021. However, neither Altimar II nor Fathom OpCo can assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of Altimar II and Fathom OpCo could result in the Business Combination being completed at a different time or not at all. The outside date for consummation of the Business Combination is December 31, 2021. Altimar II must first obtain the approval of Altimar II shareholders for each of the Condition Precedent Proposals, Fathom OpCo must obtain the approval of its members, and Altimar II and Fathom OpCo must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See “
The Business Combination Agreement — Conditions to Closing of the Business Combination
Agreement
.”
 
Q:
WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT COMPLETED?
 
A:
If Altimar II does not complete the Business Combination with Fathom OpCo for any reason, Altimar II would need to search for another target business with which to complete a business combination. If Altimar II does not complete the Business Combination with Fathom OpCo or a business combination with another target business by February 9, 2023, Altimar II must redeem 100% of the outstanding Class A ordinary shares, at a
per-share
price, payable in cash, equal to the amount then held in the Trust Account (less income taxes paid or payable, if any, and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Class A ordinary shares. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period and, accordingly, its founder shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Altimar II’s outstanding warrants. Accordingly, such warrants will expire worthless.
QUESTIONS AND ANSWERS ABOUT OUR EXTRAORDINARY GENERAL MEETING
 
Q:
WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?
 
A:
Altimar II shareholders are being asked to vote on the following Shareholder Proposals:
 
  1.
the Business Combination Proposal;
  2.
the Domestication Proposal;
  3.
the Organizational Documents Proposal;
  4.
the Advisory Charter Proposals;
  5.
the Stock Issuance Proposal;
  6.
the Business Combination Issuance Proposal;
  7.
the Equity Incentive Plan Proposal;
  8.
the ESPP Proposal; and
  9.
the Adjournment Proposal.
 
    
The Business Combination is conditioned upon the approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Business Combination Issuance Proposal, the Equity Incentive Plan Proposal and the EPP Proposal, subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the approval of the Advisory Charter Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.
 
Q:
WHY IS ALTIMAR II PROPOSING THE BUSINESS COMBINATION?
 
A:
Altimar II was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities (each, a “business combination”).
 
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On February 9, 2021, Altimar II completed its IPO, generating gross proceeds of $345,000,000 (including the full exercise of the underwriters’ over-allotment option). Since Altimar II’s initial public offering, Altimar II’s activity has been limited to the evaluation of business combination candidates.
 
    
Fathom OpCo, doing business as Fathom Digital Manufacturing, is a leading
on-demand
digital manufacturing platform in North America, providing comprehensive product development and manufacturing services to many of the largest and most innovative companies in the world.
 
    
The board of directors of Altimar II and the board of managers of Fathom OpCo have unanimously approved the proposed transaction. The proposed Business Combination will create a publicly traded leader in the $25 billion
low-to-mid
volume
on-demand
manufacturing industry.
 
    
Based on its due diligence investigation of Fathom OpCo and the industry in which it operates, including the financial and other information provided by Fathom OpCo in the course of its negotiations in connection with the Business Combination Agreement, Altimar II believes that Fathom will have a uniquely attractive financial profile due to its compelling growth trajectory, robust margins, strong software platform and the highly fragmented, opportunity rich $25 billion
low-to-mid
volume market in which it operates. Specifically, Fathom’s unique
“one-stop-shop”
solution and scale will be difficult to replicate. As a result, Altimar II believes that Fathom will be well positioned to be a long-term leader in the $25 billion
low-to-mid
volume
on-demand
manufacturing industry, and that the Business Combination with Fathom OpCo will provide Altimar II shareholders with an opportunity to participate in the ownership of a company with significant growth potential.
 
Q:
DID THE ALTIMAR II BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?
 
A:
Altimar II’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination.
 
    
Altimar II’s officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Altimar II’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Altimar II’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Altimar II’s officers, board of directors and advisors in valuing Fathom OpCo’s business.
 
Q:
DO I HAVE REDEMPTION RIGHTS?
 
A:
If you are a holder of Class A ordinary shares, you have the right to demand that Altimar II redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of Altimar II’s IPO, as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to Altimar II to pay its taxes) upon the closing of the transactions contemplated by the Business Combination Agreement (such rights, “Redemption Rights”).
 
    
Notwithstanding the foregoing, a holder of Class A ordinary shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the Class A ordinary shares. Accordingly, all Class A ordinary shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group”, will not be redeemed.
 
    
If passed, the Organizational Documents Proposal would remove the requirement that Altimar II have at least $5,000,001 of net tangible assets after giving effect to the redemption of all such shares.
 
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Q:
WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?
 
A:
No. You may exercise your redemption rights whether you vote your Class A ordinary shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Shareholder Proposal. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their Class A ordinary shares and no longer remain shareholders and subject to the terms and conditions of the BCA, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemptions by Public Shareholders. Also, with fewer Class A ordinary shares and Public Shareholders, the trading market for Altimar II Class A ordinary shares may be less liquid than the market for Altimar II Class A ordinary shares prior to the Business Combination and Altimar II may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into Fathom OpCo’s business will be reduced.
 
Q:
HOW DO I EXERCISE MY REDEMPTION RIGHTS?
 
A:
If you are a holder of Class A ordinary shares and wish to exercise your redemption rights, you must demand that Altimar II redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your share certificates (if any) and other redemption forms to Altimar II’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the Special Meeting. Holders of units must elect to separate the underlying Class A ordinary shares and public warrants prior to exercising redemption rights with respect to the Class A ordinary shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into underlying Class A ordinary shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Altimar II’s transfer agent, directly and instruct them to do so. Any holder of Class A ordinary shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $                million, or $                per share, as of                 , 2021, the record date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to Altimar II to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be paid promptly upon consummation of the Business Combination. However, the proceeds deposited in the Trust Account could become subject to the claims of Altimar II’s creditors, if any, which could have priority over the claims of Altimar II’s Public Shareholders, regardless of whether such Public Shareholders vote for or against the Business Combination Proposal. Therefore, 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 Shareholder Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.
 
    
Any request for redemption made by a holder of Class A ordinary shares may not be withdrawn once submitted to Altimar II unless the board of directors of Altimar II determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).
 
    
Any written demand of redemption rights must be received by Altimar II’s transfer agent prior to the vote taken on the Business Combination Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the transfer agent prior to the vote at the Special Meeting.
 
    
If a holder of Class A ordinary shares properly makes a request for redemption and the certificates for the Class A ordinary shares (if any) along with the redemption forms are delivered as described to Altimar II’s transfer agent as described herein, then, if the Business Combination is consummated, Altimar II will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Class A ordinary shares for cash.
 
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Q:
WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?
 
A:
We expect that a U.S. holder (as defined in “
Material U.S. Federal Income Tax Considerations — U.S. Holders
” below) that exercises its redemption rights to receive cash from the Trust Account in exchange for its public shares will generally be treated as selling such public shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Fathom common stock that a U.S. holder owns or is deemed to own (including through the ownership of Fathom warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “
Material U.S. Federal Income Tax Considerations
”. Additionally, because the Domestication will occur immediately prior to the redemption of U.S. holders that exercise redemption rights, U.S. holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the potential tax consequences of the rules applicable to a company treated as a “passive foreign investment company” (“PFIC”), as a result of the Domestication. The tax consequences of exercising redemption rights are discussed more fully below under “
Material U.S. Federal Income Tax Considerations — U.S. Holders — Effect to U.S. Holders of Altimar II Ordinary Shares Exercising Redemption Rights
.”
 
Q:
DO I HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AND THE PROPOSED DOMESTICATION?
 
A:
No. Neither Altimar II shareholders nor Altimar II warrantholders have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.
 
Q:
WHY IS ALTIMAR II PROPOSING THE DOMESTICATION?
 
A:
Altimar II’s board of directors believes that there are significant advantages to Fathom that will arise as a result of a change of domicile to Delaware, including, (i) the prominence, predictability and flexibility of Delaware law, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing as discussed in greater detail in the section entitled “
Proposal No.
 2 — The Domestication Proposal — Reasons for the Domestication
.” Altimar II’s board of directors believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits shareholders, who are the owners of the corporation. Additionally, Fathom OpCo has required the Domestication as a condition to consummating the Business Combination.
 
    
To effect the Domestication, Altimar II will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Altimar II will be domesticated and continue as a Delaware corporation, at which time Altimar II will change its name to “Fathom Digital Manufacturing Corporation.”
 
    
The approval of the Domestication Proposal is a condition to the closing of the transactions contemplated by the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least
two-thirds
of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Abstentions and broker
non-votes,
while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting. Under the Amended and Restated Memorandum and Articles of Association, prior to the closing of a business combination (as defined therein) only the holders of Altimar II Class B ordinary shares will be entitled to vote on the Domestication Proposal.
 
Q:
HOW WILL THE DOMESTICATION AFFECT MY PUBLIC SHARES, PUBLIC WARRANTS AND UNITS?
 
A:
On the effective date of the Domestication, (a) each outstanding Class A ordinary share will automatically convert into one share of Fathom Class A common stock, (b) each outstanding Class B ordinary share will
 
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  automatically convert into one share of Fathom Class C common stock (and subsequently at the closing of the Business Combination, each outstanding share of Fathom Class C common stock will automatically convert into Fathom Class A common stock prior to the pro rata forfeiture by the Altimar II Founders of an aggregate of 2,587,500 of their Class A common stock pursuant to the Forfeiture and Support Agreement as described herein) and (c) the outstanding warrants to purchase Class A ordinary shares will automatically become exercisable for shares of Fathom Class A common stock. At a moment in time after the effectiveness of the Domestication and before the closing of the Business Combination, each outstanding unit of Altimar II (each of which consists of one share of Altimar II Class A ordinary shares and
one-fourth
of one warrant to purchase one share of Altimar II Class A ordinary shares) will be separated into its component common stock and warrant. Such warrants will become exercisable into shares of Class A common stock any time after the later of the one year following the completion of Altimar II’s IPO and 30 days following the completion of the Business Combination.
 
Q:
WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?
 
A:
The net proceeds of Altimar II’s initial public offering, together with funds raised from the sale of Private Placement Warrants simultaneously with the consummation of Altimar II’s initial public offering, was placed in the Trust Account immediately following Altimar II’s initial public offering. After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the Class A ordinary shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of approximately $12,075,000 as deferred underwriting commissions related to Altimar II’s initial public offering) and, together with the proceeds of the PIPE Investment, to pay the Closing Cash Consideration.
 
Q:
WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION?
 
A:
As discussed more fully under “
Material U.S. Federal Income Tax Considerations
” below, it is the opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP that the Domestication should qualify as a reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as Altimar II, this result is not entirely clear. Assuming that the Domestication so qualifies, U.S. holders (as defined in “
Material U.S.
Federal Income Tax Considerations — U.S. Holders
” below) of Altimar II ordinary shares will be subject to Section 367(b) of the Code and, as a result:
 
   
A U.S. holder of Altimar II ordinary shares whose Altimar II ordinary shares have a fair market value of less than $50,000 at the time of the Domestication should not recognize any gain or loss and generally should not be required to include any part of Altimar II’s earnings in income;
 
   
A U.S. holder of Altimar II ordinary shares whose Altimar II ordinary shares have a fair market value of $50,000 or more on the date of the Domestication, but who at the time of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Altimar II ordinary shares entitled to vote and less than 10% of the total value of all classes of Altimar II ordinary shares will generally recognize gain (but not loss) as a result of the Domestication. As an alternative to recognizing gain, such U.S. holders may file an election to include in income as a dividend earnings and profits (as defined in the U.S. Treasury regulations (“Treasury Regulations”) under Section 367 of the Code) attributable to its Altimar II ordinary shares provided certain other requirements are satisfied. Altimar II does not expect that Altimar II’s cumulative earnings and profits will be material at the time of the Domestication.
 
   
A U.S. holder of Altimar II ordinary shares who at the time of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Altimar II ordinary shares or 10% of the total value of all classes of Altimar II shares entitled to vote will
 
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generally be required to include in income as a dividend earnings and profits (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Altimar II ordinary shares. Altimar II does not expect that Altimar II’s cumulative earnings and profits will be material at the time of domestication. If Altimar II were to be treated as a PFIC for U.S. federal income tax purposes, certain U.S. holders may be subject to adverse tax consequences as a result of the Domestication. Pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up year”), if (i) no predecessor of the corporation was a PFIC; (ii) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (iii) the corporation is not in fact a PFIC for either of those two years. Altimar II believes, although subject to uncertainty, that Altimar II’s 2021 taxable year may be the start-up year and that Altimar II may not be treated as a PFIC for 2021. The application of the start-up exception will depend, in part, on whether the Domestication is consummated in 2021. In addition, the application of the start-up exception to the present transaction involves the application of complicated rules with respect to which there is no clear authority. Accordingly, there can be no assurance with respect to Altimar II’s status as a PFIC for 2021. All holders are urged to consult their tax advisors concerning the application of the PFIC rules to Altimar II under such holder’s particular circumstances, including the potential to make a “qualified electing fund” election or a protective “qualified electing fund” election. The requirement to qualify for the start-up exception and the potential application of the PFIC rules to the Domestication are discussed more fully under “Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations”.
 
    
Additionally, the Domestication may cause
non-U.S.
holders (as defined in “
Material U.S. Federal Income Tax Considerations —
Non-U.S.
Holders
” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such
non-U.S.
holder’s Fathom common stock (or warrants) subsequent to the Domestication.
 
    
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “
Material U.S. Federal Income Tax Considerations
”.
 
Q:
HOW DOES THE SPONSOR INTEND TO VOTE ON THE SHAREHOLDER PROPOSALS?
 
A:
The Sponsor owns of record and is entitled to vote an aggregate of approximately 20% of the outstanding shares of Altimar ordinary shares. The Sponsor has agreed to vote any founder shares and any Class A ordinary shares held by it as of the record date in favor of the Shareholder Proposals. See “
The Business Combination Agreement — Related Agreements — Forfeiture and Support Agreement
”. In addition, each of Sponsor and the other Altimar II Founders agreed, among other things, (i) from the date of the Business Combination Agreement until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, to not redeem any Class A ordinary shares (or, if applicable, shares of Class A common stock) held by it and (ii) prior to the consummation of Business Combination or the termination of the Business Combination Agreement, to vote or cause to be voted, all of the Altimar II shares beneficially owned by Sponsor or such other Founder Holder, at every meeting of the shareholders of Altimar II at which such matters are considered and at every adjournment or postponement thereof: (1) in favor of (A) the Business Combination and the Business Combination Agreement and the other transactions contemplated thereby (including any proposals recommended by Altimar II’s Board of Directors in connection with the Business Combination) and (B) any proposal to adjourn or postpone such meeting of shareholders to a later date if there are not sufficient votes to approve the Business Combination; (2) against any action, proposal, transaction or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Altimar II under the Business Combination
 
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  Agreement; and (3) against (A) any proposal or offer from any person concerning (I) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving Altimar II, or (II) the issuance or acquisition of shares of capital stock or other Altimar II equity securities (other than as contemplated or permitted by the Business Combination Agreement); and (B) any action, proposal, transaction or agreement that would reasonably be expected to (x) impede the fulfillment of Altimar II’s conditions under the Business Combination Agreement or change in any manner the voting rights of any class of Altimar II’s shares or (y) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor or any of the other Altimar II Founders contained in the Forfeiture and Support Agreement. See also “
Certain Relationships and Related Party Transactions — Forfeiture and Support Agreement
.”
 
Q:
WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?
 
A:
The holders of a majority of the voting power of the issued and outstanding Altimar II ordinary shares entitled to vote at the Special Meeting must be present, in person or virtually or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker
non-votes
will be counted as present for the purpose of determining a quorum. The holders of the founder shares, who currently own approximately 20% of the issued and outstanding shares of Altimar II ordinary shares, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, holders of                Altimar II ordinary shares would be required to be present to achieve a quorum.
 
Q:
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?
 
A:
The Business Combination Proposal:
The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Altimar II shareholders must approve the Business Combination Proposal in order for the Business Combination to occur. If Altimar II shareholders fail to approve the Business Combination Proposal, the Business Combination will not occur. Pursuant to the IPO Letter Agreement and as further discussed in the section entitled “
The Business Combination Agreement — Related Agreements — Forfeiture and Support Agreement
,” the Sponsor and the other Altimar II Founders have agreed to vote shares representing approximately 20% of the aggregate voting power of the Altimar II ordinary shares in favor of the Business Combination Proposal.
The Domestication Proposal:
The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least
two-thirds
of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Domestication Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by Altimar II’s Public Shareholders. Pursuant to the IPO Letter Agreement and the Forfeiture and Support Agreement, the Sponsor and the other Altimar II Founders have agreed to vote shares representing approximately 20% of the aggregate voting power of the Altimar II ordinary shares in favor of the Domestication Proposal. Under the Amended and Restated Memorandum and Articles of Association, prior to the closing of a business combination (as defined therein) only the holders of Altimar II Class B ordinary shares will be entitled to vote on the Domestication Proposal.
The
Organizational Documents Proposal
: The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least
two-thirds
of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Organizational Documents Proposal is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal or the Domestication Proposal is not approved, the Organizational Documents Proposal will have no effect, even if approved by Altimar II’s Public
 
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Shareholders. Pursuant to the Forfeiture and Support Agreement, the Sponsor and the other Altimar II Founders have agreed to vote shares representing approximately 20% of the aggregate voting power of the Altimar II ordinary shares in favor of the Organizational Documents Proposal. Under the Amended and Restated Memorandum and Articles of Association, prior to the closing of a business combination (as defined therein) only the holders of Altimar II Class B ordinary shares will be entitled to vote on the Organizational Documents Proposal.
The Advisory Charter Proposals:
The approval of any of the Advisory Charter Proposals is not otherwise required by Cayman Islands law or Delaware law separate and apart from the Organizational Documents Proposal, but pursuant to SEC guidance, Altimar II is required to submit these provisions to its stockholders separately for approval. However, the stockholder votes regarding these proposals are advisory votes, and are not binding on Altimar II or the Altimar II 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 Charter Proposals (separate and apart from approval of the Organizational Documents Proposal).
The Stock Issuance Proposal:
The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Stock Issuance Proposal is conditioned on the approval of the Organizational Documents Proposal, and, therefore, also conditioned on approval of the Domestication Proposal and the Business Combination Proposal. Therefore, if any of the Business Combination Proposal, the Domestication Proposal or the Organizational Documents Proposal is not approved, the Stock Issuance Proposal will have no effect, even if approved by Altimar II’s Public Shareholders. Pursuant to the IPO Letter Agreement and the Forfeiture and Support Agreement, the Sponsor and the other Altimar II Founders have agreed to vote shares representing approximately 20% of the aggregate voting power of the Altimar II ordinary shares in favor of the Stock Issuance Proposal.
The Business Combination Issuance Proposal:
The approval of the Business Combination Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Business Combination Issuance Proposal is conditioned on the approval of the Stock Issuance Proposal and, therefore, also conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal and the Equity Incentive Plan Proposal. Therefore, if any of those Shareholder Proposals is not approved, the Business Combination Issuance Proposal will have no effect, even if approved by Altimar II’s Public Shareholders. Pursuant to the IPO Letter Agreement and the Forfeiture and Support Agreement, the Sponsor and the other Altimar II Founders have agreed to vote shares representing approximately 20% of the aggregate voting power of the Altimar II ordinary shares in favor of the Business Combination Issuance Proposal.
The Equity Incentive Plan Proposal:
 The approval of the Equity Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Equity Incentive Plan Proposal is conditioned on the approval of the Business Combination Issuance Proposal and, therefore, also conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals and Stock Issuance Proposal. Therefore, if any of those proposals is not approved, the Equity Incentive Plan Proposal will have no effect, even if approved by Altimar II’s Public Shareholders.
The ESPP Proposal:
 The approval of the ESPP Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The ESPP Proposal is conditioned on the approval of the Business Combination Issuance Proposal and, therefore, also conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposals and Stock
 
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Issuance Proposal. Therefore, if any of those proposals is not approved, the ESPP Proposal will have no effect, even if approved by Altimar II’s Public Shareholders.
 
    
The Adjournment Proposal:
The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Adjournment Proposal is not conditioned upon any other Shareholder Proposal.
 
Q:
DO ANY OF ALTIMAR II’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF ALTIMAR II SHAREHOLDERS?
 
A:
Altimar II’s executive officers and certain
non-employee
directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Altimar II’s shareholders generally. The Altimar II board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be approved by the shareholders of Altimar II . See “
The Business Combination Proposal — Interests of Altimar II Directors and Officers in the Business Combination
.”
 
    
For additional information regarding
pre-existing
relationships between certain of the parties to the Business Combination Agreement and certain of their affiliates, see “
Risk Factors — Risks Related to the Business Combination and Altimar II —
Pre-existing
relationships between participants in the Business Combination and the related transactions or their affiliates could give rise to actual or perceived conflicts of interest in connection with the Business Combination.
 
Q:
WHAT DO I NEED TO DO NOW?
 
A:
After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.
 
Q:
HOW DO I VOTE?
 
A:
If you are a shareholder of record of Altimar II as of                , 2021 (the “record date”) you may submit your proxy before the Special Meeting in any of the following ways, if available:
 
   
use the toll-free number shown on your proxy card;
 
   
visit the website shown on your proxy card to vote via the Internet; or
 
   
complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.
 
    
If you are a shareholder of record of Altimar II as of the record date, you may also cast your vote at the Special Meeting.
 
    
If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.
 
Q:
WHEN AND WHERE IS THE SPECIAL MEETING?
 
A:
The Special Meeting will be held on                , 2021, at                 local time. For the purposes of Altimar II’s Amended and Restated Memorandum and Articles of Association, the physical place of the meeting will
 
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  be Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands. In light of the novel coronavirus pandemic and to support the well-being of Altimar II’s shareholders, directors and officers, Altimar II encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/altimarii/2021. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing +1 877-770-3647 (within the U.S. and Canada and toll-free) or +1 312-780-0854 (outside of the U.S. and Canada, standard rates apply). All Altimar II shareholders as of the record date, or their duly appointed proxies, may attend the Special Meeting.
 
Q:
IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?
 
A:
If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Altimar II or by voting at the Special Meeting unless you provide a “legal proxy”, which you must obtain from your broker, bank or other nominee. In addition to such legal proxy, if you plan to attend the Special Meeting, but are not a shareholder of record because you hold your shares in “street name”, please have evidence of your beneficial ownership of your shares (e.g., a copy of a recent brokerage statement showing the shares) and valid photo identification with you at the Special Meeting.
 
    
Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be
“non-routine”
without specific instructions from the beneficial owner. It is expected that all of the Shareholder Proposals are
“non-routine”
matters. Broker
non-votes
occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular Shareholder Proposal for which the broker does not have discretionary voting power.
 
    
If you are an Altimar II shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Business Combination Issuance Proposal, the Equity Incentive Plan Proposal or the Adjournment Proposal. Such abstentions and broker
non-votes
will have no effect on the vote count for any of the proposals.
 
Q:
WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?
 
A:
For purposes of the Special Meeting, an abstention occurs when a shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.
 
    
If you are an Altimar II shareholder that attends the Special Meeting and fails to vote on the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Business Combination Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.
 
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Q:
WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?
 
A:
If you sign and return your proxy card without indicating how to vote on any particular Shareholder Proposal, the Altimar II shares represented by your proxy will be voted as recommended by the Altimar II board of directors with respect to that Shareholder Proposal.
 
Q:
MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?
 
A:
Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may do this in one of three ways:
 
   
filing a notice with Altimar II or its proxy solicitor;
 
   
mailing a new, subsequently dated proxy card; or
 
   
by attending the Special Meeting and electing to vote your shares.
 
    
If you are a shareholder of record of Altimar II and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Altimar II, 40 West 57th Street, 33
rd
Floor, New York, NY, 10019 and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 5:00 p.m. New York City time on                  , 2021, or by voting at the Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of Altimar II ordinary shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.
 
Q:
WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?
 
A:
If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by shareholders and consummated, you will continue to be a shareholder of Altimar II. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a shareholder of Altimar II while Altimar II searches for another target business with which to complete a business combination.
 
Q:
WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?
 
A:
Shareholders 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 shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under 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 shares.
 
Q:
WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?
 
A:
If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Innisfree M&A Incorporated, the proxy solicitor for Altimar II, toll-free at (817)
750-8129
(banks and brokers call (212)
750-5833).
 
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SUMMARY
This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which Altimar II, Fathom and Fathom OpCo refer to before you decide how to vote with respect to the Shareholder Proposals. Each item in this summary includes a page reference directing you to a more complete description of that item.
Information About the Parties to the Business Combination
Altimar Acquisition Corp. II
40 West 57th Street
33rd Floor
New York, NY 10019
(212)
287-6767
Altimar Acquisition Corp. II (“Altimar II”) is a blank check company incorporated on December 7, 2020 as a Cayman Islands exempted company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Fathom Holdco, LLC
1050 Walnut Ridge Drive
Hartland, WI 53209
(262)
367-8254
Fathom Holdco, LLC (“Fathom OpCo”), doing business as “Fathom Digital Manufacturing,” is a leading
on-demand
digital manufacturing platform in North America, providing comprehensive product development and manufacturing services to many of the largest and most innovative companies in the world.
The Business Combination Agreement
The terms and conditions of the Business Combination are contained in the BCA, substantially in the form attached to this proxy statement/prospectus as
Annex C
, which is incorporated by reference herein in its entirety. Altimar II encourages you to read the BCA carefully, as it is the legal document that governs the Business Combination. For more information on the BCA, see the section entitled “
The Business Combination Agreement
.”
Structure of the Business Combination
In connection with the Closing:
 
  (a)
Altimar II will change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware (the “Domestication”), upon which Altimar II will change its name to “Fathom Digital Manufacturing Corporation.”
 
  (b)
Fathom OpCo will issue managing member interests in Fathom OpCo to Altimar II in exchange for a nominal cash payment; and
 
  (c)
Following a series of reorganization transactions among certain equity holders of Fathom OpCo’s businesses (the “Fathom Blockers”) and Altimar II, as specified in the Business Combination
 
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  Agreement, Rapid Merger Sub, LLC, a wholly owned subsidiary of Altimar II, will merge with and into Fathom OpCo (the “Fathom Merger”), with Fathom OpCo as the surviving entity of the Fathom Merger (Fathom OpCo, in its capacity as the surviving entity of the Fathom Merger, is sometimes referred to as the “Fathom Surviving Entity”). Following the Fathom Merger, the Fathom Surviving Entity will be owned by Altimar II and all other holders of Fathom OpCo units outstanding immediately prior to the Merger (such other holders, excluding Altimar II, are referred to as the “Continuing Fathom Unitholders”).
Upon consummation of the transactions contemplated by the Business Combination Agreement, the combined company will be organized in an
“Up-C”
structure, in which substantially all of the assets and business of the combined company will be held by Fathom OpCo. Altimar II and the Continuing Fathom Unitholders will be issued Class A units of Fathom OpCo (“New Fathom Units”). Altimar II will be the managing member of Fathom OpCo. Altimar II will issue to Continuing Fathom Unitholders for cash at par value a number of shares of Class B common stock equal to the number of New Fathom Units held by the Continuing Fathom Unitholders. Altimar II’s other shareholders will hold Class A common stock of the combined company. Shares of Class A common stock will be entitled to economic rights and one vote per share and shares of Class B common stock will be entitled to one vote per share but no economic rights. The combined company’s business will continue to operate through Fathom OpCo.
 
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Simplified Post-Combination Fathom Structure
The following diagram illustrates in simplified terms the expected structure and ownership of Fathom and its operating subsidiaries upon the Closing (assuming (i) none of the 34,500,000 Public Shares outstanding as of the record date are redeemed by Altimar II’s Public Shareholders and (ii) no Backstop Shares are issued).
 
Notes:
 
  1.
Altimar II Founders include Altimar Sponsor II, LLC and the seven current directors of Altimar II.
 
  2.
The warrants held by Public Shareholders are Public Warrants and the warrants held by Altimar Sponsor II, LLC are Private Placement Warrants.
 
  3.
Legacy Fathom Owners include Fathom Blocker Owners and Continuing Fathom Unitholders, which include the CORE Investors.
 
  4.
The Class B common stock is non-economic, voting stock of Fathom.
 
  5.
New Fathom Units owned by the Continuing Fathom Unitholders are exchangeable on a one-for-one basis for shares of Class A common stock (with corresponding surrender of an equal number of shares of Class B common stock for cancellation by Fathom), in accordance with the Fathom Operating Agreement.
 
  6.
PIPE Investors exclude the Backstop Investors as no Backstop Shares are issued in this illustration assuming no redemptions.
 
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The Private Placement
In connection with entering into the Business Combination Agreement, on July 15, 2021, Altimar II and Fathom OpCo entered into the Original PIPE Subscription Agreements with certain institutional and other accredited investors (the “Original PIPE Investors”), pursuant to which, among other things, the Original PIPE Investors party thereto agreed to purchase an aggregate of 8,000,000 shares of Class A common stock following the Domestication and immediately prior to the Closing at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of $80.0 million (the “Original PIPE Investment”).
The Original PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of Altimar II, Fathom OpCo and the Original PIPE Investors and are subject to customary closing conditions (including, without limitation, that there is no amendment or modification to the Business Combination Agreement that is material and adverse to the Original PIPE Investors) and termination rights (including a termination right if the transactions contemplated by the Original PIPE Subscription Agreements have not been consummated by December 31, 2021, other than as a result of breach by the terminating party). The Original PIPE Investments are expected to close immediately prior to the Closing.
On November 16, 2021, Altimar II and Fathom OpCo entered into a Backstop Agreement with the CORE Investors (the “Backstop Investors”) pursuant to which the Backstop Investors agreed to purchase an aggregate of up to 1,000,000 shares of Class A common stock following the Domestication and immediately prior to the Closing at a cash purchase price of $10.00 per share (the “CORE Backstop Agreement”), resulting in aggregate proceeds of up to $10.0 million (the “Backstop Investment”) only if (i) the Available Cash Condition is not satisfied and (ii) the Available Cash Shortfall does not exceed $10.0 million and subject to other the terms and conditions of the CORE Backstop Agreement.
The CORE Backstop Agreement contain customary representations, warranties, covenants and agreements of Altimar II, Fathom OpCo and the Backstop Investors and is subject to customary closing conditions (including, without limitation, that there is no amendment or modification to the Business Combination Agreement that is material and adverse to the Backstop Investors) and termination rights (including a termination right if the transactions contemplated by the Business Combination Agreement have not been consummated by December 31, 2021, other than as a result of breach by the terminating party). If the conditions to the consummation of the Backstop Investment are triggered, the Backstop Investment is expected to close immediately prior to the Closing, subject to the terms and conditions of the CORE Backstop Agreement.
There are important differences between the rights of holders of shares of Class A common stock and holders of Altimar II Class A ordinary shares. See “
The Domestication
Proposal—Comparison of Corporate
Governance
and Shareholder
s
” for a discussion of the different rights associated with holding these securities. In addition, the Altimar II Class A ordinary shares were originally sold in the Altimar II IPO as a component of the Altimar II units for $10.00 per unit. The Altimar II units consist of one Class A ordinary share and one-fourth of one redeemable Altimar II warrant.
For more information regarding the PIPE Investment, see the section entitled “The Business Combination Agreement—Related Agreements—PIPE Subscription Agreements.” See also the Original PIPE Subscription Agreements substantially in the forms attached to this proxy statement/prospectus as
Annex J
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms. See also the CORE Backstop Agreement substantially in the form attached to this proxy statement/prospectus as
Annex L
, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
 
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Consideration to be Received in the Business Combination
The total consideration to be paid to the Fathom Blocker Owners and the Continuing Fathom Unitholders (each as defined herein), including CORE Industrial Partners Fund I, LP, at the Closing shall equal the aggregate of:
 
(a)
(i) All the cash proceeds from the Trust Account established for the purpose of holding the net proceeds of Altimar II’s initial public offering, net of any amounts paid to Altimar II’s shareholders that exercise their redemption rights in connection with the Business Combination, together with the proceeds from the PIPE Investment (as defined herein) (the “Available Cash Amount”), (ii)
minus
$10,000,000 to be contributed by Altimar II to the balance sheet of Fathom OpCo, (iii)
 minus
$20,000,000 to be used to pay down certain indebtedness of Fathom OpCo, (iv)
 minus
certain transaction expenses of Fathom OpCo and Altimar II, which include fees and expenses of various advisors, transfer taxes, employee transaction bonuses, and filing and listing fees (the “Closing Cash Consideration”); and
(b)
A number of shares of Class A common stock and newly issued Class A units of Fathom OpCo (the “New Fathom Units”) (together with one share of Class B common stock to be issued at par value for cash in respect of each New Fathom Units), to be allocated as set forth on the Allocation Schedule, in an aggregate number (rounded up to the nearest whole share) equal to (a) the quotient of (i) the result of (A) $1,200,000,000
minus
(B) the Closing Cash Consideration
divided by
(b) $10.00 plus (ii) 1,293,750 in each case of clauses (a) and (b), to be allocated as set forth on the Allocation Schedule (the “Closing Seller Equity Consideration”).
For more information, see the section entitled “
The Business Combination Agreement—Consideration to be Received in the Business Combination
.”
Earnout
In addition to the Closing Seller Equity Consideration, an aggregate of 9,000,000 shares of Class A common stock and New Fathom Units (the “Earnout Shares”) will be issued in three equal tranches of 3,000,000 shares and allocated in accordance with the Allocation Schedule, with each tranche vesting at each of the following share price thresholds: $12.50, $15.00 and $20.00, in each case subject to the vesting and forfeiture provisions set forth in the Investor Rights Agreement (as defined herein) and Fathom’s Amended and Restated Limited Liability Company Agreement (the “Fathom Operating Agreement”). The earnout period will be five years from the date of the closing of the Business Combination. The achievement of the price threshold will be determined based on a VWAP for 20 trading days within any
30-trading
day period or a change of control transaction of Fathom that implies the same per share valuation as the applicable price threshold.
For more information, see the section entitled “
The Business Combination Agreement — Earnout
.”
Allocation Schedule
The methodology to be followed in the Allocation Schedule at the Closing will provide for the payment of approximately $             of the Closing Cash Consideration to direct and indirect holders of outstanding preferred units of Fathom OpCo (including accrued but unpaid preferred distributions thereon), and will allocate the balance of the Closing Cash Consideration and the total Closing Seller Equity Consideration to direct and indirect holders of outstanding common units of Fathom OpCo, on a pro rata basis in accordance with the number of outstanding common units held. The Earnout Shares will be allocated in accordance with the Allocation Schedule to the direct and indirect holders of outstanding common units of Fathom OpCo on a pro rata basis in accordance with the number of outstanding common units held. The portion of the Closing Cash Consideration to be paid to direct and indirect holders of outstanding preferred units of Fathom OpCo as described above assumes, for illustration, the inclusion of accrued preferred distributions through                 , 2021. The total amount to be paid to the holders of preferred units will vary to reflect the accrued preferred distributions as of the Closing Date.
 
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Altimar II Extraordinary Meeting and the Proposals
The Special Meeting will be held at                  a.m., Eastern Time, on,                  2021. For the purposes of complying with Altimar II’s Amended and Restated Memorandum and Articles of Association, the physical place of the meeting will be Boundary Hall, Cricket Square, Grand Cayman,
KY1-1102,
Cayman Islands. In light of the novel coronavirus pandemic and to support the well-being of Altimar II’s shareholders, directors and officers, Altimar II encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/altimarii/2021. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing: +1 877-770-3647 (within the U.S. and Canada and toll-free) or +1 312-780-0854 (outside of the U.S. and Canada, standard rates apply). At the Special Meeting, Altimar II’s shareholders will be asked to approve the Business Combination Proposal, the Domestication Proposal, Organizational Documents Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Business Combination Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary).
The Altimar II board of directors has fixed the close of business on                  (the “record date”) as the record date for determining the holders of Altimar II ordinary shares entitled to receive notice of and to vote at the Special Meeting. As of the record date, there were                  shares of Altimar II Class A ordinary shares and                  shares of Altimar II Class B ordinary shares outstanding and entitled to vote at the Special Meeting. Each share of Altimar II ordinary shares entitles the holder to one vote at the Special Meeting on each proposal to be considered at the Special Meeting. As of the record date, the Sponsor and Altimar II’s directors and officers and their affiliates owned and were entitled to vote                  shares of Altimar II ordinary shares, representing approximately 20% of the shares of Altimar II ordinary shares outstanding on that date. Altimar II currently expects that the Sponsor and its directors and officers will vote their shares in favor of the Shareholder Proposals and, pursuant to the IPO Letter Agreement and the Forfeiture and Support Agreement, the Sponsor and directors and officers have agreed to do so. As of the record date, Fathom did not beneficially hold any shares of Altimar II ordinary shares.
A majority of the voting power of the issued and outstanding Altimar II ordinary shares entitled to vote at the Special Meeting must be present, in person or virtually or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting.
Approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Domestication Proposal, the Organizational Documents Proposal and the Advisory Charter Proposals require a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Under the Amended and Restated Memorandum and Articles of Association, prior to the closing of a business combination (as defined therein) only the holders of Altimar II Class B ordinary shares will be entitled to vote on the Domestication Proposal and the Organizational Documents Proposal. Approval of the Advisory Charter Proposals, Stock Issuance Proposal, the Business Combination Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary) each requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.
The Business Combination is conditioned upon the approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Business Combination Issuance Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the Advisory Charter Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other Shareholder Proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.
 
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Recommendation of Altimar II’s Board of Directors
Altimar II’s board of directors has unanimously determined that the Business Combination Proposal is in the best interests of Altimar II and its shareholders, has unanimously approved the Business Combination Proposal, and unanimously recommends that shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” each of the Advisory Charter Proposals, “FOR” the Stock Issuance Proposal, “FOR” the Business Combination Issuance Proposal, “FOR” for the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.
Altimar II ’s Board of Directors’ Reasons for Approval of the Business Combination
On July 15, 2021, the Board unanimously (i) approved the signing of the Business Combination Agreement and the transactions contemplated thereby and (ii) directed that the Business Combination Agreement, related transaction documentation and other Shareholder Proposals be submitted to Altimar II’s shareholders for approval and adoption, and recommended that Altimar II’s shareholders approve and adopt the Business Combination Agreement, related transaction documentation and such other Shareholder Proposals. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the 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 Altimar II board of directors did not seek to obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. The Altimar II board of directors viewed its decision as being based on all of the information available and the factors presented and considered by it. In addition, individual directors may have given different weight to different factors. For more information, see the section entitled “ 
The Business Combination Agreement—Altimar Board of Directors’ Reasons for the Approval of the Business Combination.
” This explanation of Altimar II’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “
Cautionary Statement Regarding Forward-Looking Statements
.”
Consistent with its investment philosophy and strategy, Altimar II planned to identify a high-quality business run by exceptional teams pursuing growth and large market opportunities. These criteria were not intended to be exhaustive, and the evaluation relating to the merits of Altimar II’s initial business combination would be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that Altimar II’s management team deemed relevant. In considering the Business Combination with Fathom OpCo, the Board concluded that it met all of the above criteria.
The Board also gave consideration to certain risks related to the Business Combination, which are described in this proxy statement/prospectus under the caption “
Risk Factors
”.
Certain Regulatory Approvals
The parties will use their respective reasonable best efforts to promptly file all notices, reports and other documents required to be filed by such party with any governmental authority with respect to the Business Combination, and to submit promptly any additional information requested by any such governmental authority. The parties will use their respective reasonable best efforts to promptly obtain all authorizations, approvals, clearances, consents, actions or
non-actions
of any governmental authority in connection with the applicable filings, applications or notifications. Each party will promptly inform the other parties of any material communication between itself or its representatives and any governmental authority regarding the Business Combination. If a party or any of its affiliates receives any request for supplemental information or documentary material from any governmental authority with respect to the Business Combination, then the party, to the extent necessary and advisable, shall provide a reasonable response to such request as promptly as reasonably practicable.
 
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Additionally, each party’s obligation to complete the Business Combination is subject to the waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the Hart–Scott–Rodino Antitrust Improvements Act of 1976 having expired or been terminated.
Conditions to Closing
The Closing is subject to certain customary conditions, including, among other things: (i) the approval of the Business Combination and other matters by Altimar II’s shareholders; (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain additional regulatory approvals; (iii) the Available Cash Amount (as defined herein) equaling no less than $90,000,000 at the Closing (after giving effect to the receipt of proceeds from the Backstop Investment, if applicable); (iv) (x) fundamental representations and warranties (which includes Organization, Due Authorization, Holding Company; Ownership and Brokers’ Fees) bring down conditions to an “all material respects” standard, (y) general representations and warranties bring down conditions to a “material adverse effect” standard and (z) capitalization representation bring down condition to a “de minimis” standard; (v) covenant bring down conditions to an “all material respects” standard; (vi) the absence of a material adverse effect on the respective parties; and (vii) the effectiveness of this registration statement and the listing of Altimar II Class A common stock to be issued in the Business Combination on the New York Stock Exchange (“
NYSE
”). To the extent permitted by law, the conditions in the Business Combination Agreement may be waived by the parties thereto.
Termination
The Business Combination Agreement may be terminated by Altimar II or Fathom OpCo under certain circumstances, including, among others, (i) by mutual written consent of Fathom OpCo and Altimar II, (ii) by Fathom OpCo or Altimar II if the Closing has not occurred on or before December 31, 2021 (the “
Outside Date
”), (iii) by Fathom OpCo or Altimar II in the case of material uncured breach by the other party to the Business Combination Agreement (subject to notice and an opportunity to cure, if curable), (iv) by Fathom OpCo if, prior to obtaining approval of Altimar II’s shareholders, Altimar II’s board of directors made a change in recommendation and (v) by Fathom OpCo or Altimar II if Altimar II has not obtained the required approval of its shareholders.
Redemption Rights
Public Shareholders may seek to redeem the public shares that they hold, regardless of whether they vote for the Business Combination, against the Business Combination or do not vote in relation to the Business Combination. Any Public Shareholder may request redemption of their public shares for a
per-share
price, payable in cash, equal to 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, less income taxes payable, divided by the number of then issued and outstanding public shares. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, the holder will no longer own these shares following the Business Combination.
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the shares of the public shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Altimar II’s initial shareholders will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly.
 
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You will be entitled to receive cash for any public shares to be redeemed only if you:
 
  (i)
(a) hold public shares or (b) hold units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
 
  (ii)
prior to                 p.m., Eastern Time, on                  , 2021, (a) submit a written request to the transfer agent that Altimar II redeem your public shares for cash and (b) deliver your share certificates for your public shares (if any) to the transfer agent, physically or electronically through DTC.
An Altimar II shareholder may not withdraw a redemption request once submitted to Altimar II unless the board of directors of Altimar II determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). Furthermore, if a holder of a public share delivers its certificate (if any) and other redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that Altimar II permit the withdrawal of the redemption request and instruct its transfer agent to return the certificate (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus.
If the Business Combination is not approved or completed for any reason, then Altimar II’s Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, Altimar II will promptly return any shares previously delivered by public holders.
If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own those public shares. You will be entitled to receive cash for your public shares only if you properly exercise your right to redeem the public shares that you will hold upon the Domestication, no later than the close of the vote on the Business Combination Proposal, and deliver your ordinary shares (either physically or electronically) to the transfer agent, prior to                                  5:00 p.m., Eastern Time, on                 , 2021, and the Business Combination is consummated.
In order for Public Shareholders to exercise their redemption rights in respect of the Business Combination, Public Shareholders must properly exercise their right to redeem the public shares that you will hold upon the Domestication no later than the close of the vote on the Business Combination Proposal and deliver their ordinary shares (either physically or electronically) to the transfer agent, prior to                                  5:00 p.m., Eastern Time on                 , 2021. Therefore, the exercise of redemption rights occurs prior to the Domestication. For the purposes of Article 49.3 of the Amended and Restated Memorandum and Articles of Association of Altimar II and Cayman Islands law, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this proxy statement/prospectus shall be interpreted accordingly. Immediately following the Domestication and the consummation of the Business Combination, Public Shareholders who properly exercised their redemption rights in respect of their public shares shall be paid.
No Appraisal Rights
Altimar II’s shareholders will not have appraisal rights under Cayman Islands law or otherwise in connection with the Business Combination Proposal or the other Shareholder Proposals.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Altimar II has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “
The Extraordinary General Meeting — Revoking Your Proxy
.”
 
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Interests of Altimar II Directors and Officers in the Business Combination
In considering the recommendation of the board of directors of Altimar II to vote in favor of approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal and the other Shareholder Proposals, shareholders should keep in mind that the Sponsor and certain members of the board of directors and officers of Altimar II and the Sponsor, including its directors and officers, have interests in such Shareholder Proposals that are different from, or in addition to, those of Altimar II’s shareholders generally. In particular:
 
   
If Altimar II does not consummate a business combination by February 9, 2023 (unless such date is extended in accordance with the Amended and Restated Memorandum and Articles of Association), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding Class A ordinary shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 8,625,000 Class B ordinary shares would be worthless because following the redemption of the Class A ordinary shares, Altimar II would likely have few, if any, net assets and because the holders of our Class B ordinary shares have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Class B ordinary shares if we fail to complete a Business Combination within the required period. Sponsor purchased the Class B ordinary shares prior to our initial public offering for approximately $0.003 per share. The 4,770,000 shares of Class A common stock that the Altimar II Founders will hold following the Business Combination (excluding the Sponsor Earnout Shares), if unrestricted and freely tradable, would have had aggregate market value of $                                  based upon the closing price of $                                  per share of public share on the NYSE on                 , the record date. Given such shares will be subject to
lock-up
restrictions, we believe such shares have less value.
 
   
Sponsor purchased 9,900,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, and such private placement warrants will expire and be worthless if a business combination is not consummated within 24 months of the consummation of the IPO (unless such date is extended in accordance with the Existing Organizational Documents).
 
   
Altimar II’s existing directors and officers will be eligible for continued indemnification and continued coverage under Altimar II’s directors’ and officers’ liability insurance after the Business Combination.
 
   
In order to protect the amounts held in the Trust Account, Sponsor has agreed that it will be liable to Altimar II if and to the extent any claims by a vendor for services rendered or products sold to Altimar II, or a prospective target business with which Altimar II has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of Altimar II’s initial public offering against certain liabilities, including liabilities under the Securities Act.
 
   
Following consummation of the Business Combination, Sponsor, our officers and directors and their respective affiliates would be entitled to reimbursement for certain 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 Altimar II from time to time, made by Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. However, if Altimar II fails to consummate a business combination within the required period, Sponsor and Altimar II’s officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement.
 
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Pursuant to the Registration Rights Agreement, the Altimar II Founders Holders will have customary registration rights, including demand, shelf and piggy-back rights, subject to cooperation and
cut-back
provisions, with respect to the shares of Fathom Class A common stock and warrants held by such parties.
 
   
For additional information regarding
pre-existing
relationships between certain of the parties to the Business Combination Agreement and certain of their affiliates, see “
Risk Factors — Risks Related to
the Business Combination and Altimar II —
Pre-existing
relationships between participants in the Business Combination and the related transactions or their affiliates could give rise to actual or perceived conflicts of interest in connection with the Business Combination.
CORE Investors’ Ability to Influence Fathom Management and Policies Following the Business Combination
Immediately following completion of the Business Combination and assuming no issuance of the Backstop Shares, the CORE Investors will beneficially own approximately 46.1% of our Class A common stock and Class B common stock (or 64.4% assuming maximum redemptions by Altimar II Public Shareholders (and including the Backstop Shares)). The Class A common stock and Class B common stock generally will vote together on matters submitted to a vote of our stockholders, including the election of directors. As a result, the CORE Investors will have the ability to influence our business and affairs through “negative control” rights resulting from their ownership of our Class A common stock and Class B common stock combined with certain supermajority voting provisions of the Proposed Charter and Proposed Bylaws, their general ability to vote on the election of directors to our board and the provisions in the Investor Rights Agreement described below.
With the Business Combination, we will enter into the Investor Rights Agreement with the CORE Investors which will provide for an initial ten-person board of directors, consisting of nine individuals to be designated by the CORE Investors, and one independent director to be mutually agreed by the CORE Investors and the Sponsor. The CORE Investors will have certain continued nomination rights for a number of directors ranging from the majority of the board of directors to one director, while they beneficially own shares of common stock in excess of certain ownership percentage of the amount owned by the CORE Investors at Closing, as determined in accordance with the Investor Rights Agreement. See “The Business Combination Agreement – Related Agreements – Investor Rights Agreement and Registration Rights Agreement” for more details with respect to the Investor Rights Agreement.
Stock Exchange Listing
We expect to list the shares of Fathom Class A common stock and warrants to purchase shares of Class A common stock on the NYSE under the proposed symbols “FATH” and “FATH.WS,” respectively.
Sources and Uses of Funds
The following tables summarize the estimated sources and uses for funding the Business Combination assuming (i) that none of Altimar II’s outstanding Class A ordinary shares are redeemed in connection with the Business Combination (“No Redemptions”) and (ii) that 34.5 million outstanding Class A ordinary shares are redeemed in connection with the Business Combination (representing all the outstanding Public Shares (“Maximum Redemptions”)). The number of Class A ordinary shares redeemable assuming Maximum Redemptions assumes that the per share Redemption Price is $10.00; the actual per share Redemption Price will be equal to the pro rata portion of the Trust Account calculated as of two business days prior to the consummation of the Business Combination.
 
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Estimated Sources and Uses (No Redemptions, in millions)
 
Sources
         
Uses
      
Proceeds from Trust Account
   $ 345     
Balance Sheet Contribution
   $ 10  
Original PIPE Investment
     80     
Closing Cash Consideration
     335  
     
Debt Pay-Down Amount
     20  
     
Transaction Costs
     60  
  
 
 
       
 
 
 
Total Sources
  
$
425
 
  
Total Uses
  
$
425
 
  
 
 
       
 
 
 
Estimated Sources and Uses (Maximum Redemptions, in millions)
 
Sources
         
Uses
      
Proceeds from Trust Account
   $ 0     
Balance Sheet Contribution
   $ 10  
Backstop Investment
   $ 10        
Original PIPE Investment
     80     
Closing Cash Consideration
     0  
     
Debt Pay-Down Amount
     20  
     
Transaction Costs
     60  
  
 
 
       
 
 
 
Total Sources
  
$
90
 
  
Total Uses
  
$
90
 
  
 
 
       
 
 
 
The foregoing has been prepared using the following assumptions:
 
   
Assuming No Redemption
s
: This “minimum scenario” presentation assumes that none of the 34,500,000 Public Shares outstanding as of the record date are redeemed by Altimar II’s Public Shareholders.
 
   
Assuming Maximum
Redemption
s
: This presentation assumes that Altimar II’s Public Shareholders redeem 34,500,000 shares of Altimar II’s Class A ordinary shares. This calculation assumes that the full $90 million in aggregate proceeds are received from the PIPE Investment, including the Backstop Investment, and that the amount in the Trust Account (prior to any redemptions) is equal to $345 million (approximately the amount in the Trust Account as of September 30, 2021), resulting in an aggregate redemption payment (based on an estimated redemption price per share of approximately $10) of $345 million. This scenario results in the following adjustments to the consideration payable at closing:
 
   
Fathom OpCo Owner Consideratio
n
: A reduction to the amount of the Closing Cash Consideration of $335 million, such that there will be no Closing Cash Consideration (assuming the Balance Sheet Contribution is $10 million and the Debt Pay-Down Amount is equal to $20 million), and a corresponding increase in the number of shares of Class A common stock and New Fathom Units that comprise the Closing Seller Equity Consideration equal to 33,500,000 (equal to the amount by which Closing Cash Consideration is reduced in this scenario divided by $10), such that the Closing Seller Equity Consideration will be an aggregate number of shares of Class A common stock and Class B common stock equal to 121,293,750.00.
For additional information, including the assumptions underlying the no redemptions and maximum redemptions scenarios presented above, see “Unaudited Pro Forma Condensed Combined Financial Information.”
Accounting Treatment of the Business Combination
The Business Combination will be accounted for using the acquisition method under the provisions of ASC 805, with Fathom being considered the acquiring entity and Fathom OpCo being considered the acquiree. For
 
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accounting purposes, the acquirer is the entity that has obtained control of another entity and thus, consummated a business combination. The determination of whether control has been obtained begins with the evaluation of whether control should be evaluated based on the variable interest or voting interest model pursuant to ASC 810. As defined by U.S. GAAP, if the acquiree is a variable interest entity, the primary beneficiary would always be the accounting acquirer. Fathom OpCo meets the definition of a variable interest entity and Fathom, which will be the managing member, has been determined to be the primary beneficiary. As a result, Fathom is considered to be the accounting acquirer.
Comparison of Corporate Governance and Shareholder Rights
Following the consummation of the Business Combination, the rights of Altimar II shareholders who become Fathom stockholders in the Business Combination will no longer be governed by Altimar II’s Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”) and instead will be governed by the Proposed Charter and the Proposed Bylaws of Fathom. See “
The Domestication Proposal — Comparison of Corporate Governance and Shareholders
.”
Summary of Risk Factors
You should consider carefully all of the risks described below, together with the other information contained in this proxy statement/prospectus, before voting on the Shareholder Proposals. For purposes of the below summary of risk factors, “we” and “our” refers to Fathom OpCo or Fathom, as the context may require. Such risks include, but are not limited to:
 
   
We are subject to risks related to the ongoing
COVID-19
pandemic;
 
   
We may be subject to cybersecurity risks and changes to data protection regulation;
 
   
We face increasing competition in many aspects of our business;
 
   
We may not realize the anticipated benefits of our business acquisitions, and any acquisition, strategic relationship, joint venture or investment could disrupt our business and harm our operating results and financial condition;
 
   
If we are unable to manage our growth and expand our operations successfully, our reputation, brands, business and results of operations may be harmed;
 
   
Our success depends on our ability to deliver
on-demand
manufacturing capabilities and custom parts that meet the needs of our customers and to effectively respond to changes in our industry;
 
   
Our failure to meet our customers’ expectations regarding quick turnaround time, price or quality could adversely affect our business and results of operations;
 
   
We are subject to risks related to our dependency on our key management members and other key personnel, as well as attracting, retaining and developing qualified personnel in a highly competitive talent market;
 
   
The Proposed Charter will not limit the ability of the CORE Investors and their affiliates to compete with us;
 
   
Through their ownership of our common stock, “negative control” rights and their rights to nominate directors to our board under the Investor Rights Agreement, the CORE Investors will have substantial influence over our management and policies;
 
   
We are subject to risks related to our dependency on Fathom OpCo to pay dividends, taxes, make payments under the Tax Receivable Agreement and pay other expenses;
 
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We may be subject to litigation risks and may face liabilities and damage to our professional reputation as a result;
 
   
Our businesses are subject to extensive domestic and foreign regulations that may subject us to significant costs and compliance requirements;
 
   
We are subject to risks related to effectuating the Domestication including potentially adverse tax consequences and less favorable shareholder rights under the DGCL than under Cayman Islands Law;
 
   
We are subject to risks related to the Tax Receivable Agreement;
 
   
We may be subject to risks related to our status as an emerging growth company within the meaning of the Securities Act;
 
   
In the event that the CORE Investors own more than 50% of Fathom’s outstanding common stock as a result of the Business Combination, we would be subject to the risks related to Fathom being categorized as a “controlled company” within the meaning of the NYSE listing standards;
 
   
Because the Company will become a publicly traded company by means other than a traditional underwritten initial public offering, the Company’s stockholders may face additional risks and uncertainties;
 
   
Altimar II and Fathom OpCo are subject to risks that may prevent the consummation and completion of the Business Combination, including the approval of each Condition Precedent Proposal, the failure to meet closing conditions and the failure of the PIPE Investment to close;
 
   
Some of Altimar II’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Fathom is appropriate for Altimar II’s initial business combination;
 
   
Pre-existing
relationships between participants in the Business Combination and the related transactions or their affiliates could give rise to actual or perceived conflicts of interest in connection with the Business Combination;
 
   
If third parties bring claims against Altimar II, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share;
 
   
You may only be able to exercise your Public Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer Class A common stock from such exercise than if you were to exercise such warrants for cash;
 
   
The grant of registration rights to certain of our investors and the future exercise of such rights may adversely affect the market price of our Class A common stock;
 
   
We may have been a PFIC, which could result in adverse United States federal income tax consequences to U.S. investors;
 
   
We may amend the terms of the warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then outstanding Public Warrants. As a result, the exercise price of the warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without approval of each warrant affected;
 
   
We have identified material weaknesses in our internal control over financial reporting. Failure to achieve and maintain effective internal control over financial reporting could result in our failure to accurately or timely report our financial condition or results of operations which could have a material adverse effect on our business and stock price; and
 
   
The compliance obligations of Altimar II and us under the Sarbanes-Oxley Act require substantial financial and management resources, and increase the time and costs of completing an acquisition.
 
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Emerging Growth Company
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 registration statement under the Securities Act declared effective 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, we, 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 Altimar II’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.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of Altimar II’s IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our 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 we have issued more than $1.00 billion in
non-convertible
debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
 
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SUMMARY HISTORICAL CONDENSED
FINANCIAL INFORMATION OF ALTIMAR II
Altimar II is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Business Combination.
Altimar II’s statement of operations data, cash flow data and balance sheet data as of September 30, 2021 are derived from Altimar II’s unaudited financial statements.
The information is only a summary and should be read in conjunction with Altimar II’s condensed financial statements and related notes and “
Altimar II’s Management’s Discussion and Analysis of Financial Condition and Results of Operations
” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Altimar II.
 
    
Nine months ended

September 30,
2021
 
Statement of Operations Data:
  
Net operating loss
   $ (1,691,620
  
 
 
 
Balance Sheet Data (at period end):
  
Total assets
   $ 346,087,622  
Total liabilities
     31,981,473  
Shareholder’s Equity:
  
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
     —    
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding
     —    
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding
     863  
Additional
paid-in
capital
     —    
Accumulated surplus (deficit)
     (30,894,714
Total shareholders’ equity (deficit)
     (30,893,851
Cash Flow Data:
  
Net income:
     755,552  
Adjustments to reconcile net loss to net cash used in operating activities
  
Interest income on investments held in the Trust Account
     (11,697
Change in fair value of warrant liability
     (3,190,546
Transaction costs allocated to the Warrants
     755,071  
Changes in operating assets and liabilities
  
Prepaid expenses
     (744,813
Accrued expenses
     259,896  
Net cash used in operating activities
  
 
(2,176,537
Non-cash
investing and financing activities
  
Offering costs included in accrued offering costs
   $ 3,607  
Offering costs paid through promissory note
   $ 89,890  
Deferred underwriting fee payable
   $ 12,075,000  
Weighted average number of Class B ordinary shares outstanding (basic and diluted)
     8,460,165  
 
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SUMMARY HISTORICAL CONSOLIDATED
FINANCIAL INFORMATION OF FATHOM OPCO
The following tables present summary historical consolidated and combined financial data for the periods indicated of Fathom OpCo. The summary historical income statement information of Fathom OpCo as of and for the nine months ended September 30, 2021 and 2020 and the historical balance sheet information as of December 31, 2020 was derived from the unaudited condensed consolidated historical financial statements of Fathom OpCo included elsewhere in this proxy statement/prospectus. Our historical results are not necessarily indicative of the results that should be expected in the future.
The following summary historical consolidated financial data should be read in conjunction with the sections titled
“Risk Factors”
, “
Fathom OpCo
’s
Management’s Discussion and Analysis of Financial Condition and Results of Operations
” and Fathom OpCo’s audited consolidated financial statements and the related notes included elsewhere in this proxy statement/prospectus.
Statements of Operations Data:
 
    
Nine Months Ended
September 30,
 
($ in thousands)
  
      2021      
   
      2020      
 
Revenue
   $ 107,887     $ 42,249  
Cost of revenue
     61,749       22,637  
  
 
 
   
 
 
 
Gross profit
     46,138       19,612  
Operating Expenses:
    
Selling, General and Administrative
     29,470       13,484  
Depreciation and Amortization
     9,327       2,797  
  
 
 
   
 
 
 
Total operating expenses
     38,797       16,281  
  
 
 
   
 
 
 
Operating income
     7,341       3,331  
  
 
 
   
 
 
 
Interest expense and other expense (income)
    
Interest expense
     8,800       2,335  
Other expense
     9,007       2,524  
Other income
     (3,215     (423
  
 
 
   
 
 
 
Total other expense, net
     14,592       4,436  
  
 
 
   
 
 
 
Net loss before income taxes
     (7,251     (1,105
Provision for income taxes
     807       —    
  
 
 
   
 
 
 
Net loss
     (8,058     (1,105
  
 
 
   
 
 
 
Balance Sheet Data:
 
($ in thousands)
  
As of
September 30,
2021
   
As of
December 31,
2020
 
Cash
   $ 10,531     $ 8,188  
Working capital
     (146,897     14,392  
Total assets
     283,345       206,779  
Total debt
     170,257       93,339  
Total liabilities
     201,152       116,655  
Total contingently redeemable preferred equity
     54,105       54,105  
Total members’ equity
     28,088       36,019  
 
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Cash Flows Data:
 
    
Nine Months Ended
September 30,
 
($ in thousands)
  
      2021      
   
      2020      
 
Cash provided by (used in):
    
Operating activities
   $ 1,737     $ 2,789  
Investing activities
     (74,076     (41,693
Financing activities
     74,682       44,335  
  
 
 
   
 
 
 
Net increase in cash
  
 
2,343
 
 
 
5,431
 
Other Financial Data:
    
($ in thousands)
            
Adjusted EBITDA(1)
   $ 23,820     $ 9,684  
 
(1)
The following table presents the reconciliation of net loss, the most comparable GAAP measure, to Adjusted EBITDA:
 
    
Nine Months Ended
September 30,
 
($ in thousands)
  
      2021      
   
      2020      
 
Net loss
     (8,058     (1,105
Adjusted for:
    
Depreciation and amortization
     12,006       4,993  
Interest expense, net
     8,800       2,335  
Income tax expense
     807       —    
Contingent consideration
     (1,120     —    
Acquisition expenses
     4,045       1,925  
Loss on extinguishment of debt
     2,031       —    
Non-recurring
and
non-cash
costs
(1)
     5,309       1,536  
  
 
 
   
 
 
 
Adjusted EBITDA
  
 
23,820
 
 
 
9,684
 
  
 
 
   
 
 
 
 
(1)
Includes adjustments for other
non-recurring,
non-operating,
and
non-cash
costs related primarily to integration costs for new acquisitions, severance, and charges for the increase of fair value of inventory related to acquisitions, and management fees paid to Fathom OpCo’s previous owners.
Fathom OpCo management uses Adjusted EBITDA to evaluate Fathom OpCo’s core operating performance and trends, and to make strategic decisions regarding the allocation of capital and new investments. We believe Adjusted EBITDA is useful in evaluating our operating performance, as they are similar to measures reported by our public competitors and are regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION OF FATHOM OPCO
The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Altimar Acquisition Corp. II (“Altimar II”) and Fathom Holdco, LLC (“Fathom OpCo”), adjusted to give effect to the Business Combination, the acquisitions of Incodema, Dahlquist, Majestic Metals, Mark Two, Newchem, and GPI completed in 2020 (collectively, the “2020 Acquisitions”) as discussed in further detail in Note 3 – Business Combination in the Fathom Holdco LLC Notes to the Consolidated Financial Statements and the acquisitions of Summit, Centex, Laser, Micropulse West and PPC completed in 2021 (collectively, the “2021 Acquisitions”) as discussed in further detail in Note 20 in the Fathom Holdco LLC Notes to the Consolidated Financial Statements. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation
S-X.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 combines the historical statements of operations of Altimar II and Fathom OpCo, and gives effect to the 2020 Acquisitions and the 2021 Acquisitions for such period on a pro forma basis as if the Business Combination and the 2020 Acquisitions and 2021 Acquisitions had been consummated and completed on January 1, 2020, the beginning of the period presented. The unaudited condensed combined balance sheet as of September 30, 2021 gives effect to the Business Combination as if it had been completed on September 30, 2021. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations would have been had the Business Combination, the 2020 Acquisitions and the 2021 Acquisitions taken place on January 1, 2020, nor are they indicative of the future consolidated results of operations or financial position of Fathom Digital Manufacturing Corporation (“Fathom”), the post-combination company.
The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:
 
   
the accompanying notes to the unaudited pro forma condensed combined financial statements;
 
   
the historical audited financial statements of Altimar II for the period from inception (December 7, 2020) through December 31, 2020 and related notes, found elsewhere in this proxy statement/prospectus;
 
   
the historical audited financial statements of Fathom OpCo for the year ended December 31, 2020, found elsewhere in this proxy statement/prospectus;
 
   
the historical combined audited financial statements of Incodema and Newchem for the year ended December 31, 2019, found elsewhere in this proxy statement/prospectus;
 
   
the historical audited financial statements of Dahlquist for the nine months ended September 30, 2020, found elsewhere in this proxy statement/prospectus;
 
   
the historical audited financial statements of Majestic Metals for the nine months ended September 30, 2020, found elsewhere in this proxy statement/prospectus; and
 
   
other information relating to Altimar II and Fathom OpCo contained in this proxy statement/prospectus, including the Business Combination Agreement and the description of certain terms thereof set forth in the section entitled “The Business Combination.”
Notwithstanding the legal form of the business combination pursuant to the Business Combination Agreement, the Business Combination will be accounted for in accordance with ASC 805, Business Combinations, using the acquisition method. For accounting purposes, the acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. The determination of whether control has been obtained begins
 
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with the evaluation of whether control should be evaluated based on the variable interest or voting interest model pursuant to ASC Topic 810, Consolidation (“ASC 810”). In all redemption scenarios, Fathom has been determined to be the accounting acquirer based on evaluation of the following factors:
 
   
Fathom OpCo is a variable interest entity (“VIE”). Fathom will be the sole managing member and primary beneficiary who has full and complete charge of all affairs of Fathom OpCo, and the Class A units of Fathom OpCo do not have substantive participating or kick out rights; and
 
   
No single party controls Fathom pre and post transaction, hence, the Business Combination is not considered a common control transaction.
The factors discussed above support the conclusion that Fathom will acquire a controlling financial interest in Fathom OpCo and will be the accounting acquirer. Fathom is the primary beneficiary of Fathom OpCo, which is a VIE, since it has the power to direct the activities of Fathom OpCo that most significantly impact Fathom OpCo’s economic performance through its role as the sole managing member of Fathom OpCo, and Fathom’s variable interests in Fathom OpCo include ownership of Fathom OpCo, which results in the right (and obligation) to receive benefits (and absorb losses) of Fathom OpCo that could potentially be significant to Fathom OpCo. Therefore, the Business Combination will be accounted for using the acquisition method. Under this method of accounting, Fathom is treated as the acquirer and Fathom OpCo is treated as the acquired company for financial statement reporting purposes. Upon the consummation of the Business Combination, the assets and liabilities of Fathom OpCo will be recognized at fair value, and any consideration in excess of the fair value of the net assets acquired (including identifiable intangible assets) will be recognized as goodwill.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Altimar II’s Public Shares:
 
   
Assuming No Redemptions
: This “minimum scenario” presentation assumes that none of the 34,500,000 Public Shares outstanding as of the record date are redeemed by Altimar II’s Public Shareholders.
 
   
Assuming Maximum Redemptions
: This presentation assumes that Altimar II’s Public Shareholders redeem 34,500,000 shares of Altimar II’s Class A ordinary shares. This calculation assumes that the full $90 million in aggregate proceeds are received from the PIPE Investment and that the amount in the Trust Account (prior to any redemptions) is equal to $345 million (approximately the amount in the Trust Account as of September 30, 2021), resulting in an aggregate redemption payment (based on an estimated redemption price per share of approximately $10) of $345 million. This scenario results in the following adjustments to the consideration payable at closing:
 
   
Fathom OpCo Owner Consideratio
n
: A reduction to the amount of the Closing Cash Consideration of $335 million, such that there will be no Closing Cash Consideration (assuming the Balance Sheet Contribution is $10 million and the Debt Pay-Down Amount is equal to $20 million), and a corresponding increase in the number of shares of Class A common stock and New Fathom Units that comprise the Closing Seller Equity Consideration equal to 33,500,000 (equal to the amount by which Closing Cash Consideration is reduced in this scenario divided by $10), such that the Closing Seller Equity Consideration will be an aggregate number of shares of Class A common stock and Class B common stock equal to 121,293,750.00.
 
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Table of Contents
Statement of Operations Data:
 
   
For the Nine Months Ended
September 30, 2021
   
For the Year Ended
December 31, 2020
 
   
Pro Forma
Combined Assuming
No Redemptions
   
Pro Forma Combined
Assuming Maximum
Redemptions
   
Pro Forma
Combined Assuming
No Redemptions
   
Pro Formation Combined
Assuming Maximum
Redemptions
 
Revenue
  $ 118,254     $ 118,254     $ 149,405     $ 149,405  
Cost of revenue
    67,511       67,511       81,677       81,677  
 
 
 
   
 
 
   
 
 
   
 
 
 
Gross profit
    50,743       50,743       67,728       67,728  
Operating expenses
       
Selling, general, and administrative
    33,141      
33,141
 
    90,769       90,769  
Depreciation and amortization
    16,892       16,892       22,523       22,523  
 
 
 
   
 
 
   
 
 
   
 
 
 
Total operating expenses
    50,033       50,033       113,292       113,292  
 
 
 
   
 
 
   
 
 
   
 
 
 
Operating income (loss)
    710       710       (45,564     (45,564
Interest expense and other expense (income)
       
Interest expense/(income)
    4,518       4,518       6,131       6,131  
Other expense
    10,193       10,193       8,470       8,470  
Other (income)
    (7,065     (7,065 )       (2,818     (2,818
 
 
 
   
 
 
   
 
 
   
 
 
 
Total other expenses, net
    7,646       7,646       11,783       11,783  
 
 
 
   
 
 
   
 
 
   
 
 
 
NET LOSS BEFORE INCOME TAXES
    (6,936    
(6,936

    (57,347     (57,347
Provision for income taxes
    —         —         —         —    
 
 
 
   
 
 
   
 
 
   
 
 
 
NET LOSS
    (6,936    
(6,936
)  
    (57,347     (57,347
Net loss attributable to noncontrolling interest
    (3,481 )       (2,129     (25,989     (35,887
 
 
 
   
 
 
   
 
 
   
 
 
 
Net loss attributable to Fathom
    (3,455     (4,807     (31,358     (21,460
Basic and diluted weighted outstanding
    73,849,425       50,534,508       73,849,425       50,534,508  
 
 
 
   
 
 
   
 
 
   
 
 
 
Basic and diluted (loss) Per Share:
  $ (0.05   $ (0.07   $ (0.42   $ (0.42
Balance Sheet Data
 
Selected Unaudited Pro Forma
Condensed Combined Balance
Sheet as of September 30, 2021
  
Pro Forma Combined

Assuming No Redemptions
    
Pro Forma Combined

Assuming Maximum

Redemptions
 
Total Assets
     1,684,854      $ 1,673,721  
Total Liabilities
     218,375      $ 206,792  
Total stockholders’ equity
     1,466,479      $ 1,466,479  
 
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Table of Contents
Other Financial Information:
 
    
Nine Months Ended

September 30,
    
Year Ended

December 31,
 
($ in thousands)
  
      2021      
    
      2020