Kemeera, Inc. ("Fathom") entered into a letter of intent to acquire Altimar Acquisition Corp. II (NYSE:ATMR) from Altimar Sponsor II, LLC , Citadel Advisors LLC, Citadel Advisors Holdings L.P., Citadel Gp Llc, BlueCrest Capital Management Limited and others in a reverse merger transaction on June 14, 2021. Kemeera, Inc. ("Fathom") entered into a definitive agreement to acquire Altimar Acquisition Corp. II (NYSE:ATMR) from Altimar Sponsor II, LLC , Citadel Advisors LLC, Citadel Advisors Holdings L.P., Citadel Gp Llc, BlueCrest Capital Management Limited and others in a reverse merger transaction on July 15, 2021. CORE Industrial Partners, an industrials-focused private equity firm, will remain Fathom's largest shareholder. Fathom existing shareholders will own approximately 63.9% stake in resulting issuer, Altimar public shareholders will own 25% stake, PIPE investors will own 5.8% and Altimar Sponsor will own 5.3% stake in resulting issuer. The acquisition will be funded through a combination of Altimar's cash in trust and a $80 million fully committed common stock PIPE at $10 per share. The Backstop Investors have committed to purchase up to 1,000,000 shares of Class A common stock at $10.00 per share consistent with the terms of Altimar's previously announced $80 million PIPE financing. Fathom will list on the NYSE under the ticker symbol "FDMG" following the close of the transaction. As per the article of December 3, 2021, following consummation, post business combination company, to be named Fathom Digital Manufacturing Corporation (“Fathom”), will begin trading on the New York Stock Exchange under the ticker FATH. Upon the closing of the proposed transaction, Fathom's senior management will continue to serve in their current roles. Fathom will continue to be led by Chief Executive Officer, Ryan Martin. Mark Frost and Rich Stump will continue as Chief Financial Officer and Chief Commercial Officer, respectively. Following the transaction, TJ Chung, Senior Partner at CORE, who has served on several public company boards, will continue to serve as Chairman. The transaction is subject to customary closing conditions, including a registration statement being declared effective by the Securities and Exchange Commission and approval of Altimar's shareholders. Transaction is also subject to expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, available Cash Amount equaling no less than $313,000,000 at the closing, listing of Altimar II Class A common stock to be issued in the transaction on the New York Stock Exchange, receipt of certain additional regulatory approvals, among others. Special meeting of Altimar will be held on December 21, 2021. On November 16, 2021, Altimar, Fathom, Rapid Merger Sub and the other parties thereto entered into an amendment of the Business Combination Agreement to amend minimum Available Cash Amount required on the Closing Date to $90 million and provide for a backstop investment by certain affiliates of CORE Industrial Partners (the “Backstop Investors”) of up to $10 million in the event that the revised minimum cash condition is not otherwise satisfied. Boards of Directors of both Fathom and Altimar have unanimously approved the proposed transaction. Board of Altimar recommends the shareholders to vote in favor of the transaction. Altimar has declared effective its Registration Statement on Form S-4. As of December 3, 2021, the U.S. Securities and Exchange Commission has declared effective its Registration Statement on Form S-4. As of December 21, 2021, Altimar Acquisition Corp. II shareholders approved the Business Combination.

The transaction is expected to close in the fourth quarter of 2021. As of September 20, 2021, the transaction is expected to close in the second half of 2021. J.P. Morgan Securities LLC and Stifel, Nicolaus & Company, Incorporated are serving as joint financial advisors and Steven J. Gavin, Matthew F. Bergmann, Kyle G. Foley, Robert B. Heller, Olga A. Loy, Geoffrey J. Rahie and Jason D. Osborn of Winston & Strawn LLP is serving as legal counsel to Fathom. J.P. Morgan Securities LLC and Stifel are serving as joint placement agents and capital markets advisors, and Ariel Deckelbaum, Raphael Russo, Robert Zochowski, David Harris, Scott Grader, Lindsay Parks, Peter Fisch, Gregory Laufer, Aidan Synnott, Peter Jaffe, Steven Herzog, Rachel Fiorill, Andrew Gaines, Reuven Falik, Richard Elliott, and William O'Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal counsels to Altimar. Mayer Brown LLP is serving as legal counsel to the placement agents. In addition, BofA Securities, Needham & Company, LLC and Craig-Hallum Capital Group LLC are acting as capital markets advisors to Altimar. Innisfree M&A Incorporated acted as Altimar's proxy solicitor. Credit Suisse Securities (USA) LLC acted as financial advisor for Altimar. GRANT THORNTON LLP provided auditor's report on financials of Fathom while WithumSmith+Brown, PC provided auditor's report on financials of Altimar. Continental Stock Transfer and Trust Company acted as registrar and transfer agent for Altimar.