Form 8-K Forge Nano Holdings, For: Oct 21
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File No.) |
(IRS Employer identification number) |
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(Registrant’s telephone number, including area code)
Not Applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
INTRODUCTORY NOTE
On April 20, 2026, Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (“ATII”), entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), by and among ATII, ATII Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of ATII (“Pubco”), ATII Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ATII (“Merger Sub I”), ATII Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of ATII (“Merger Sub II”), and Forge Nano, Inc., a Delaware corporation (“Forge Nano”).
At the extraordinary general meeting of ATII held on October 16, 2026 (the “Extraordinary General Meeting”), the holders of ATII Ordinary Shares (as defined below) approved the Business Combination (as defined below) and the other proposals described in the definitive proxy statement/prospectus, dated September 22, 2026 (the “Proxy Statement/Prospectus”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 24, 2026, which forms a part of the registration statement on Form S-4 (File No. 333-295563) under the Securities Act of 1933, as amended (the “Securities Act”), initially filed with the SEC on May 5, 2026 and declared effective by the SEC on September 22, 2026.
As described in more detail below, on October 21, 2026, ATII consummated the Domestication Merger (as defined below) and, on October 22, 2026 (the “Closing Date”), the parties to the Merger Agreement consummated the Company Mergers (as defined below) and the other transactions contemplated by the Merger Agreement (the “Closing”).
Unless context otherwise requires, “we,” “us,” “our” and the “Company” refer to Forge Nano Holdings, Inc. (formerly known as ATII Holdings Inc.) and its consolidated subsidiaries after giving effect to the Business Combination, and “Pubco” refers to such entity prior to giving effect to the Business Combination. Capitalized terms used but not defined in this Current Report on Form 8-K (this “Report”) have the meanings given to them in the Proxy Statement/Prospectus, and such definitions are incorporated herein by reference.
Domestication Merger
Pursuant to the Merger Agreement and as described in the section titled “Proposal No. 1 – The Business Combination Proposal” beginning on page 140 of the Proxy Statement/Prospectus, on October 21, 2026, ATII re-domiciled and became a Delaware corporation by merging with and into Pubco (the “Domestication Merger”), following which the separate corporate existence of ATII ceased and Pubco continued as the surviving corporation. At the effective time of the Domestication Merger (the “Domestication Merger Effective Time”), Pubco adopted Delaware organizational documents (the Charter and the Bylaws, each as defined in Item 5.03 below), which provide, among other things, that the name of Pubco was changed to “Forge Nano Holdings, Inc.”
Immediately prior to the Domestication Merger Effective Time, each then issued and outstanding unit of ATII (an “ATII Unit”) separated and converted automatically into one ordinary share, par value $0.0001 per share, of ATII (an “ATII Ordinary Share”) and one-half of one warrant of ATII, each whole warrant entitling the holder thereof to acquire one ATII Ordinary Share at a purchase price of $11.50 per share (the “ATII Warrants”), and all ATII Units ceased to be outstanding and ceased to exist. At the Domestication Merger Effective Time, each then issued and outstanding ATII Ordinary Share was cancelled in exchange for the right to receive one share of common stock, par value $0.0001 per share, of Pubco (each, a share of “Pubco Common Stock”) and each whole ATII Warrant that was outstanding and unexercised converted automatically into a warrant to acquire one share of Pubco Common Stock at a purchase price of $11.50 per share (each, a “Pubco SPAC Warrant”), pursuant to the terms of the Warrant Agreement, dated as of February 10, 2025 (as assumed by Pubco pursuant to the Assumption of Warrant Agreement dated as of October 21, 2026, the “ATII Warrant Agreement”), by and between ATII and Odyssey Transfer and Trust Company, as warrant agent.
2
Company Mergers
On the Closing Date, as contemplated by the Merger Agreement and as described in the section titled “Proposal No. 1 – The Business Combination Proposal” beginning on page 140 of the Proxy Statement/Prospectus, the parties to the Merger Agreement consummated the Company Mergers, whereby:
| · | Merger Sub I merged with and into Forge Nano (the “First Company Merger”), with Forge Nano surviving the First Company Merger as a wholly-owned subsidiary of the Company (the “Initial Surviving Corporation”); |
| · | at the effective time of the First Company Merger (the “First Effective Time”), (i) each share of each class of preferred stock, par value $0.0001 per share, of Forge Nano (the “Forge Nano Preferred Stock”) issued and outstanding immediately prior to the First Effective Time was converted into shares of common stock, par value $0.0001 per share, of Forge Nano (the “Forge Nano Common Stock”) pursuant to Forge Nano’s organizational documents, and (ii) each share of Forge Nano Common Stock issued and outstanding immediately prior to the First Effective Time (including shares of Forge Nano Common Stock issued upon conversion of the Forge Nano Preferred Stock, but excluding treasury shares, which were cancelled) was cancelled and automatically converted into the right to receive, without interest, the applicable pro rata portion of the Closing Payment Shares, based on an exchange ratio calculated as of the First Effective Time of approximately 28.5 to 1 (the “Exchange Ratio”); |
| · | in addition, at the First Effective Time, (i) each option to purchase shares of Forge Nano Common Stock (each, a “Forge Nano Option”) outstanding and unexpired immediately prior to the First Effective Time was converted into an option to purchase shares of Pubco Common Stock (each, a “Pubco Option”) on substantially the same terms and conditions, including with respect to vesting and termination-related provisions, except that the number of shares of Pubco Common Stock subject to each Pubco Option equals the product (rounded down to the nearest whole share) of (a) the number of shares of Forge Nano Common Stock subject to such Forge Nano Option immediately prior to the First Effective Time and (b) the quotient of the Applicable Per Share Merger Consideration divided by the Equity Award Conversion Amount (each as defined in the Merger Agreement), and the per-share exercise price of each Pubco Option equals the exercise price per share of such Forge Nano Option divided by the Equity Award Conversion Amount, rounded up to the nearest whole cent; (ii) each warrant of Forge Nano (each, a “Forge Nano Warrant”) outstanding and unexpired immediately prior to the First Effective Time was assumed by the Company and became a corresponding warrant to purchase shares of Pubco Common Stock (each, a “Pubco Forge Nano Warrant”), subject to the same terms and conditions (including vesting and exercisability) as were applicable to the corresponding Forge Nano Warrant immediately prior to the First Effective Time; and (iii) each option to acquire securities of Forge Nano held by Ascent Funds International Management LLC or its affiliates (the “Forge Nano Ascent Options” and, together with the Forge Nano Warrants, the “Forge Nano Convertible Securities”) outstanding and unexpired immediately prior to the First Effective Time was cancelled and converted into a warrant to purchase shares of Pubco Common Stock (each, a “Pubco Ascent Warrant” and, together with the Pubco Forge Nano Warrants, the “Pubco Convertible Securities”) pursuant to the Pubco Ascent Warrant Agreement (as defined below); |
| · | the Company issued an aggregate of 90,000,000 shares of Pubco Common Stock (the “Earn-Out Shares”) to Odyssey Transfer and Trust Company, as escrow agent (the “Escrow Agent”), which will be disbursed to the former shareholders of Forge Nano who received Closing Payment Shares and the holders of Pubco Convertible Securities, in proportional amounts, upon the achievement of the following milestones during the five-year period following the Closing Date: (a) 30,000,000 Earn-Out Shares if the VWAP (as defined in the Merger Agreement) of the Pubco Common Stock equals or exceeds $15.00 per share over any 30-trading-day period or the revenue publicly reported by the Company for the preceding twelve months equals or exceeds $400,000,000; (b) 30,000,000 Earn-Out Shares if such VWAP equals or exceeds $20.00 per share or such revenue equals or exceeds $600,000,000; and (c) 30,000,000 Earn-Out Shares if such VWAP equals or exceeds $25.00 per share or such revenue equals or exceeds $800,000,000. The milestones operate on a cumulative basis, and Earn-Out Shares attributable to holders of Pubco Convertible Securities will only be disbursed upon the exercise, conversion or settlement of such Pubco Convertible Securities in accordance with their terms; and |
| · | immediately following the First Effective Time, the Initial Surviving Corporation merged with and into Merger Sub II (the “Second Company Merger” and, together with the First Company Merger, the “Company Mergers” and, the Company Mergers together with the Domestication Merger and the other transactions contemplated by the Merger Agreement, the “Business Combination”), with Merger Sub II surviving the Second Company Merger as a wholly-owned subsidiary of the Company. |
3
The foregoing description of the Business Combination does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Report and is incorporated herein by reference.
PIPE Financing
On April 20, 2026, concurrently with the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into a subscription agreement (as amended and restated on October 13, 2026, the “A&R PIPE Subscription Agreement”) with a certain accredited investor (the “Initial PIPE Investor”), pursuant to which, substantially concurrently with the Closing, the Company issued and sold to the Initial PIPE Investor for an aggregate purchase price of $100,000,000 (the “PIPE Financing”) (a) 2,968,825 shares of Pubco Common Stock (the “PIPE Subscribed Shares”) at a subscription price of $10.00 per share, (b) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 7,031,175 shares of Pubco Common Stock, each with an exercise price of $0.0001 per share, at a subscription price of $10.00 per Pre-Funded Warrant, and (c) warrants (the “PIPE Warrants”) to purchase an aggregate of 15,000,000 shares of Pubco Common Stock, each with an initial exercise price of $10.00 per share (subject to adjustment as described below).
The PIPE Warrants are exercisable at any time after their issuance and expire five years after the date of issuance. The exercise price of the PIPE Warrants is subject to certain adjustments, including a one-time reset on the 21st trading day following the six-month anniversary of the Closing Date to the greater of (i) the VWAP (as defined in the PIPE Warrant Certificate) of the Pubco Common Stock for the twenty trading day period commencing on the date that is six months after the Closing Date and (ii) a floor price of $5.00 per share (the “PIPE Reset Price”). The terms of the PIPE Warrants are described in the section of the Proxy Statement/Prospectus titled “Description of Pubco Securities – Warrants – PIPE Warrants” beginning on page 360, which is incorporated herein by reference.
In the event that on the 21st trading day following the six-month anniversary of the Closing Date, the VWAP (as defined in the PIPE Warrant Certificate) of the Pubco Common Stock is less than the Exercise Price (as defined in the PIPE Warrant Certificate), the Company will issue to the Initial PIPE Investor additional warrants entitling the Initial PIPE Investor to purchase up to 10,000,000 shares of Pubco Common Stock (the “Reset PIPE Warrants”), in an amount equal to (i) the product of (x) 10,000,000, multiplied by (y) the Exercise Price then in effect divided by the PIPE Reset Price minus (ii) 10,000,000. In addition, if, on the 24-month anniversary of the Closing Date, the Initial PIPE Investor certifies in writing that the Initial PIPE Investor beneficially owns 5,000,000 shares of Pubco Common Stock, the Company will issue to the Initial PIPE Investor additional warrants entitling the Initial PIPE Investor to purchase 5,000,000 shares of Pubco Common Stock (the “Additional PIPE Warrants”).
Additionally, subsequent to the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into subscription agreements (the “Additional PIPE Subscription Agreements”) with certain other accredited investors (collectively, the “Additional PIPE Investors” and together with the Initial PIPE Investor, the “PIPE Investors”), pursuant to which, substantially concurrently with the Closing, the Company issued and sold an aggregate of 2,300,000 shares of Pubco Common Stock (the “Additional PIPE Subscribed Shares”) to the Additional PIPE Investors at a subscription price of $10.00 per share, for an aggregate purchase price of $23,000,000 (the “Additional PIPE Financing”).
The foregoing description of the A&R PIPE Subscription Agreement, the PIPE Warrants, the Pre-Funded Warrants, the Reset PIPE Warrants, the Additional PIPE Warrants and the Additional PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of A&R PIPE Subscription Agreement, the form of PIPE Warrant Certificate, the form of Pre-Funded Warrant and the form of Additional PIPE Subscription Agreements, which are included as Exhibits 10.1, 4.3, 4.4 and 10.2, respectively, to this Report and are incorporated herein by reference.
4
Outstanding Securities
In connection with the consummation of the Business Combination and the PIPE Financing, and after giving effect to the redemptions, the Company:
| (1) | issued an aggregate of 128,655,585 shares of Pubco Common Stock, consisting of: |
| · | 7,370,932 shares of Pubco Common Stock issued to the holders of ATII Ordinary Shares in the Domestication Merger (after giving effect to the redemptions); |
| · | 116,015,828 shares of Pubco Common Stock issued to the former stockholders of Forge Nano as Closing Payment Shares in the First Company Merger; |
| · | 5,268,825 shares of Pubco Common Stock issued to the PIPE Investors in the PIPE Financing and the Additional PIPE Financing; |
| (2) | issued 90,000,000 Earn-Out Shares to the Escrow Agent; |
| (3) | issued 11,919,995 Pubco SPAC Warrants in exchange for ATII Warrants in the Domestication Merger; |
| (4) | issued PIPE Warrants exercisable for up to 15,000,000 shares of Pubco Common Stock and Pre-Funded Warrants exercisable for up to 7,031,175 shares of Pubco Common Stock in the PIPE Financing; |
| (5) | issued or assumed Pubco Options, Pubco Forge Nano Warrants and Pubco Ascent Warrants that collectively are exercisable for 15,954,561 shares of Pubco Common Stock; and |
| (6) | granted an aggregate of 8,744,864 Performance Stock Units (“PSUs”) which will vest as follows: (i) one third of the PSUs will vest if the VWAP of the Pubco Common Stock equals or exceeds $15.00 per share over any 30-trading day period or the revenue of the Company for the preceding twelve months equals or exceeds $400,000,000, (ii) one third of the PSUs will vest if the VWAP of the Pubco Common Stock equals or exceeds $20.00 per share over any 30-trading day period or the revenue of the Company for the preceding twelve months equals or exceeds $600,000,000 and (iii) one third of the PSUs will vest if the VWAP of the Pubco Common Stock equals or exceeds $25.00 per share over any 30-trading day period or the revenue of the Company for the preceding twelve months equals or exceeds $800,000,000. |
In addition, at the Closing, pursuant to the Purchaser Support Agreement, dated as of April 20, 2026 (the “Purchaser Support Agreement”), by and among ATII, Forge Nano and Archimedes Tech SPAC Sponsors II LLC (the “Sponsor”), the Sponsor transferred an aggregate of 3,300,000 shares of Pubco Common Stock (which it received in exchange for Founder Shares in the Domestication Merger) to certain investors at the Closing in connection with the PIPE Financing for no additional cash consideration.
In connection with the Closing, the OIC Growth Funds (as defined below) exercised all of their outstanding Forge Nano Warrants in exchange for shares of Forge Nano Common Stock, which were converted into shares of Pubco Common Stock at the First Effective Time and are included in the 116,015,828 shares of Pubco Common Stock issued to former stockholders of Forge Nano, as described above.
5
Redemption
In connection with the Extraordinary General Meeting, holders of 22,219,068 ATII Ordinary Shares sold in ATII’s initial public offering (the “ATII Public Shares”) properly exercised their right to have such shares redeemed for a per-share price, payable in cash, equal to the pro rata portion of the aggregate amount then on deposit in the trust account established in connection with ATII’s initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes paid or payable), which was approximately $10.73 per share, or approximately $238.4 million in the aggregate (the “Redemption”). The remaining balance immediately prior to the Closing of approximately $8.4 million remained in the Trust Account.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Amended and Restated Registration Rights Agreement
On the Closing Date, as contemplated by the Merger Agreement, the Company, the Sponsor and certain significant stockholders of Forge Nano (the “Significant Forge Nano Holders”) entered into an amended and restated registration rights agreement with respect to their shares of Pubco Common Stock (the “A&R Registration Rights Agreement”), which amended and restated the Registration Rights Agreement, dated February 10, 2025, by and among ATII, the Sponsor and the holders signatory thereto. The material terms of the A&R Registration Rights Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 177 titled “Proposal No. 1 – The Business Combination Proposal – Additional Agreements – A&R Registration Rights Agreement.” Such description is qualified in its entirety by the text of the A&R Registration Rights Agreement, which is included as Exhibit 10.3 to this Report and is incorporated herein by reference.
Lock-Up Agreements
On or prior to the Closing Date, as contemplated by the Merger Agreement, the Company and Forge Nano entered into lock-up and release agreements (the “Lock-Up Agreements”) with certain stockholders of Forge Nano (such stockholders, the “Forge Nano Lock-Up Holders”), pursuant to which each Forge Nano Lock-Up Holder agreed, subject to certain customary exceptions, not to transfer any Lock-Up Shares during the period commencing on the Closing Date and ending on the earlier of (i) six months after the Closing Date and (ii) the date on which the last reported sale price of the Pubco Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading-day period after the Closing. Each Lock-Up Agreement also contains a release by the applicable Forge Nano Lock-Up Holder, on behalf of itself and its affiliates, of claims against the Company and its subsidiaries (including Forge Nano) and their respective officers, directors, managers, employees and representatives arising in its capacity as an equityholder of Forge Nano and its subsidiaries prior to the Closing, subject to certain customary exceptions. The material terms of the Lock-Up Agreements are described in the section of the Proxy Statement/Prospectus beginning on page 176 titled “Proposal No. 1 – The Business Combination Proposal – Additional Agreements – Lock-Up Agreement.” Such description is qualified in its entirety by the text of the form of Lock-Up Agreement, which is included as Exhibit 10.4 to this Report and is incorporated herein by reference.
Pubco Ascent Warrant Agreement
On the Closing Date, as contemplated by the Merger Agreement, the Company entered into warrant agreements with the holders party thereto (the “Pubco Ascent Warrant Agreements”), which govern the Pubco Ascent Warrants issued upon the conversion of the Forge Nano Ascent Options at the First Effective Time. Immediately following the Closing, Pubco Ascent Warrants to purchase an aggregate of 3,562,305 shares of Pubco Common Stock were outstanding, consisting of (i) Pubco Ascent Warrants to purchase 2,351,238 shares of Pubco Common Stock at an exercise price of $3.40 per share, which expire on December 31, 2028 (subject to extension to December 31, 2029 at the holder’s election, in which case the exercise price applicable to any exercise occurring between January 1, 2029 and December 31, 2029 will increase by 25%), and (ii) Pubco Ascent Warrants to purchase 1,211,067 shares of Pubco Common Stock at an exercise price of $9.83 per share, which expire on December 31, 2029. The material terms of the Pubco Ascent Warrants are described in the section of the Proxy Statement/Prospectus beginning on page 351 titled “Description of Pubco Securities – Warrants – Pubco Ascent Warrants.” Such description is qualified in its entirety by the text of the Pubco Ascent Warrant Agreements, which are included as Exhibits 4.5 and 4.6 to this Report and are incorporated herein by reference.
6
Indemnification Agreements
On the Closing Date, the Company entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancement by the Company of certain expenses and costs relating to claims, suits or proceedings arising from the indemnitee’s service to the Company or, at the Company’s request, service to other entities, as an officer or director, to the fullest extent permitted by applicable law. The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the indemnification agreements, a form of which is attached hereto as Exhibit 10.5 to this Report and is incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01. The material terms and conditions of the Merger Agreement are described in the Proxy Statement/Prospectus in the section titled “Proposal No. 1 – The Business Combination Proposal – The Merger Agreement” beginning on page 168, which is incorporated herein by reference.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if a predecessor registrant was a shell company, as ATII was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant was filing a general form for registration of securities on Form 10. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
This Report contains “forward-looking statements” that involve substantial risks and uncertainties, including information about, among other topics, expectations for future financial performance and business strategies or expectations for our business following the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Such statements can be identified by the fact that they are not historical statements of fact and are statements regarding, but not limited to, our expectations, hopes, beliefs, intentions or strategies regarding the future. When used in this Report, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Forward-looking statements in this Report and in any document incorporated by reference in this Report may include information about, among other topics, the following that could cause actual results to differ materially from those expressed or implied by such statements:
| · | the anticipated benefits of the Business Combination; |
| · | the future financial performance of the Company following the Business Combination; |
| · | changes in the market for the Company’s products and services; and |
| · | expansion plans and opportunities. |
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Risks and uncertainties include, among other things:
| · | risks related to the ability to realize the anticipated benefits of the Business Combination, including the possibility that the expected benefits from the Business Combination will not be realized within the expected time period; |
| · | risks relating to the uncertainty of the projected financial information included in the Proxy Statement/Prospectus with respect to Forge Nano; |
| · | the outcome of any litigation and/or regulatory actions related to the Business Combination that may be instituted against the Company; |
| · | the ability to meet and maintain the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”) following the Business Combination; |
| · | risks related to the Company’s public securities’ liquidity and trading; |
| · | the risk that the Business Combination disrupts current plans and operations; |
| · | the projected financial information included in the Proxy Statement/Prospectus, anticipated growth rate, profitability and market opportunity of Forge Nano may not be an indication of the actual results of the Business Combination or the Company’s future results; |
| · | significant transaction costs related to the Business Combination; |
| · | the Company’s ability to obtain sufficient additional capital needed to operate and grow its business; |
| · | the impact of the Company’s indebtedness outstanding following the Business Combination, which may reduce funds available for other business purposes and reduce our operational flexibility; |
| · | changes in the market in which the Company competes, including with respect to its competitive landscape, technology evolution or changes in applicable laws or regulations; |
| · | the impact of macroeconomic events, such as inflation, recessions or depressions and war or fears of war; |
| · | changes in the vertical markets that the Company targets or consolidation among the Company’s distributors and customers or the loss of any key customer; |
| · | the impact of current or future government regulation and oversight, including by U.S. federal, state and local authorities; |
| · | the ability to launch new services and products or to profitably expand into new markets; |
| · | the ability to develop and maintain effective internal controls and procedures, correct and remediate previously identified material weaknesses, and to correct or remediate any material weaknesses that may be identified in the future; |
| · | future litigation or legal disputes, which could lead the Company to incur significant liabilities and costly litigation or reputational damage; |
| · | a material failure, inadequacy or interruption of the Company’s information technology systems; |
| · | other risks and uncertainties set forth in the section titled “Risk Factors” beginning on page 83 of the Proxy Statement/Prospectus, which is incorporated herein by reference. |
8
You should carefully consider the foregoing factors and the other risks and uncertainties that affect our business described in the section titled “Risk Factors” in the Proxy Statement/Prospectus and in the other documents filed by the Company from time to time with the SEC, all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and we do not assume any obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. We cannot give any assurance that we will achieve our expectations.
Business
The business of ATII prior to the Business Combination is described in the Proxy Statement/Prospectus in the section titled “Information About ATII” beginning on page 270, and the business of Forge Nano prior to, and of the Company subsequent to, the Business Combination, is described in the Proxy Statement/Prospectus in the section titled “Business of Forge Nano” beginning on page 290, which are incorporated herein by reference.
Risk Factors
The risk factors related to the Company’s business and operations and the Business Combination are set forth in the section titled “Risk Factors” beginning on page 83 of the Proxy Statement/Prospectus and that information is incorporated herein by reference.
The Company believes there are no changes that constitute material changes from the risk factors previously disclosed in the Proxy Statement/Prospectus, other than as set forth below.
Our board of directors has adopted resolutions renouncing our interest and expectancy in certain corporate opportunities.
On October 22, 2026, our board of directors adopted resolutions waiving the application of the doctrine of corporate opportunity, or any other analogous doctrine, with respect to the Company, any non-employee directors, any non-employee stockholders or any of their respective affiliates. In addition, pursuant to such resolutions, the Company renounced, to the fullest extent permitted by law, any interest or expectancy of the Company, its stockholders and any of their respective affiliates in, or in being notified of or offered an opportunity to participate in any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Company who is not an employee of the Company or any of its subsidiaries, or (ii) any such director’s affiliates, partners, or other representatives (each of the foregoing, an “Exempt Person” and each such contemplated opportunity, an “Excluded Opportunity”), unless such matter, transaction or interest is expressly offered to such director solely in his or her capacity as a director of the Company. The foregoing renunciation and waiver does not apply to, and shall not result in the renunciation by the Company or any of its subsidiaries of any interest or expectancy in a business opportunity with respect to, an Exempt Person who first identified the applicable opportunity solely through the disclosure of the Company’s or any of its subsidiaries’ confidential information in circumstances in which the Company had a reasonable expectation that such information would be held in confidence. In addition, no Exempt Person shall have any duty to communicate or offer an Excluded Opportunity to the Company or any of its affiliates or stockholders, and no Exempt Person shall have any liability to the Company, any of its affiliates or stockholders for breach of any duty, as a director or otherwise, by reason of the fact that such Exempt Person pursues or acquires an Excluded Opportunity, directs an Excluded Opportunity to another person or fails to present an Excluded Opportunity, or information regarding an Excluded Opportunity, to the Company or any of its affiliates or stockholders.
For example, the Exempt Persons may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, the Exempt Persons may have an interest in our pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to us and our stockholders. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated elsewhere by Exempt Persons instead of to us.
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Financial Information
The audited consolidated financial statements of ATII as of December 31, 2025 and 2024, for the year ended December 31, 2025 and for the period from June 7, 2024 (inception) through December 31, 2024, and the related notes, are included in the Proxy Statement/Prospectus beginning on page F-25, and the unaudited condensed consolidated financial statements of ATII as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025, and the related notes, are included in the Proxy Statement/Prospectus beginning on page F-3, each of which is incorporated herein by reference. These financial statements should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ATII” included in the Proxy Statement/Prospectus and incorporated herein by reference.
The audited consolidated financial statements of Forge Nano as of and for the years ended December 31, 2025 and 2024, and the related notes, are included in the Proxy Statement/Prospectus beginning on page F-79, and the unaudited condensed consolidated financial statements of Forge Nano as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025, and the related notes, are included in the Proxy Statement/Prospectus beginning on page F-45, each of which is incorporated herein by reference. These financial statements should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Forge Nano” included in the Proxy Statement/Prospectus and incorporated herein by reference.
The audited financial statements of Pubco as of December 31, 2025 and for the period from December 4, 2025 (inception) through December 31, 2025, and the related notes are included in the Proxy Statement/Prospectus beginning on page F-123, and the unaudited condensed financial statements of Pubco as of June 30, 2026 and for the three and six months ended June 30, 2026, and the related notes, are included in the Proxy Statement/Prospectus beginning on page F-113 and are incorporated herein by reference.
The audited consolidated financial statements of HzO, Inc. (“HzO”) as of and for the years ended December 31, 2025 and 2024, and the related notes are included in the Proxy Statement/Prospectus beginning on page F-156, and the unaudited condensed consolidated financial statements of HzO as of June 30, 2026 and for the three and six months ended June 30, 2026, and the related notes, are included in the Proxy Statement/Prospectus beginning on page F-133 and are incorporated herein by reference.
The unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.
The unaudited pro forma condensed combined financial information of the Company (acquisition of HzO) as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
ATII’s management’s discussion and analysis of the financial condition and results of operations of ATII for the year ended December 31, 2025, the period from June 7, 2024 (inception) through December 31, 2024 and the three and six months ended June 30, 2026 and 2025 is included in the Proxy Statement/Prospectus in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ATII” beginning on page 284, which is incorporated herein by reference.
Forge Nano’s management’s discussion and analysis of the financial condition and results of operations of Forge Nano for the years ended December 31, 2025 and 2024 and the three and six months ended June 30, 2026 and 2025 is included in the Proxy Statement/Prospectus in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Forge Nano” beginning on page 307, which is incorporated herein by reference.
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Quantitative and Qualitative Disclosures About Market Risk
Quantitative and qualitative disclosures about market risk applicable to Forge Nano prior to the Business Combination, as of June 30, 2026 are included in the Proxy Statement/Prospectus in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Forge Nano – Quantitative and Qualitative Disclosures About Market Risk” beginning on page 318 of the Proxy Statement/Prospectus which is incorporated herein by reference.
Properties
The properties of Forge Nano prior to the Business Combination are described in the Proxy Statement/Prospectus in the section titled “Business of Forge Nano – Facilities” beginning on page 304, which is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information known to the Company regarding the beneficial ownership of Pubco Common Stock as of the Closing Date by:
| · | each person who is known by the Company to be the beneficial owner of more than 5% of the outstanding shares of Pubco Common Stock; |
| · | each of the Company’s named executive officers and directors; and |
| · | all executive officers and directors of the Company as a group. |
The beneficial ownership of shares of Pubco Common Stock in the following table is based on 128,655,585 shares of Pubco Common Stock issued and outstanding as of the Closing Date, after giving effect to the Redemption, the Business Combination, the PIPE Financing and the Additional PIPE Financing, and excludes the 90,000,000 Earn-Out Shares held by the Escrow Agent. After giving effect to the issuance of the 90,000,000 Earn-Out Shares, the number of shares of Pubco Common Stock issued and outstanding is 218,655,585.
Except as otherwise noted herein, the number and percentage of shares of Pubco Common Stock beneficially owned is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, in computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option, warrant or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person. Unless otherwise indicated, the Company believes that all persons named in the table below have sole voting and investment power with respect to the shares beneficially owned by them.
| Name and Address of Beneficial Owner | Number of Shares of Pubco Common Stock | % of Outstanding Pubco Common Stock | ||||||
| Directors and Executive Officers(1) | ||||||||
| Paul Lichty(2) | 16,532,751 | 12.8 | % | |||||
| Michael Danner | — | — | ||||||
| David Goggins(3) | 130,282 | * | ||||||
| Millicent Pitts-DiCicco(4) | 130,282 | * | ||||||
| Jimmy Smith(5) | 130,282 | * | ||||||
| Kamal Bherwani | — | — | ||||||
| Ben Landen(6) | 93,237 | * | ||||||
| Michael Kleinberg(7) | 659,046 | * | ||||||
| Curtis Zimmermann(8) | 437,264 | * | ||||||
| All directors and executive officers of the Company as a group (9 individuals) | 18,113,144 | 13.9 | % | |||||
| Five Percent Holders | ||||||||
| The Eugene and Josephine Danner 2012 Dynasty Trust(9) | 8,792,436 | 6.8 | % | |||||
| Volkswagen Group of America Investments, LLC(10) | 8,358,931 | 6.5 | % | |||||
| Ascent Funds(11) | 10,097,880 | 7.6 | % | |||||
| David King(12) | 10,964,690 | 8.5 | % | |||||
| OIC Growth Funds(13) | 9,386,839 | 7.3 | % | |||||
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| * | Less than 1%. |
| (1) | Unless otherwise noted, the business address of each of the directors and executive officers of the Company is c/o Forge Nano Holdings, Inc., 12300 Grant Street, Suite 100, Thornton, CO 80241. |
| (2) | Includes 888,493 shares of Pubco Common Stock issuable upon the exercise of Pubco Options that are exercisable within 60 days of the Closing Date. Does not include 11,733,192 Earn-Out Shares that may be issuable to Mr. Lichty and 1,035,356 PSUs held by Mr. Lichty. |
| (3) | Does not include 97,713 Earn-Out Shares that may be issuable to Mr. Goggins. |
| (4) | Does not include 97,713 Earn-Out Shares that may be issuable to Ms. Pitts-DiCicco. |
| (5) | Does not include 97,713 Earn-Out Shares that may be issuable to Mr. Smith. |
| (6) | Includes 1,250 shares of Pubco Common Stock issuable upon exercise of Pubco SPAC Warrants. |
| (7) | Includes 437,264 shares of Pubco Common Stock issuable upon the exercise of Pubco Options that are exercisable within 60 days of the Closing Date. Does not include 14,790 Earn-Out Shares that may be issuable to Mr. Kleinberg and 686,291 PSUs held by Mr. Kleinberg. |
| (8) | Includes 428,801 shares of Pubco Common Stock issuable upon the exercise of Pubco Options that are exercisable within 60 days of the Closing Date. Does not include 422,777 PSUs held by Mr. Zimmermann. |
| (9) | Tom Graner is the trustee of The Eugene and Josephine Danner 2012 Dynasty Trust (the “Danner Trust”) and may be deemed to hold voting and dispositive power over the shares held by the Danner Trust. The business address of the Danner Trust is 111 Miguel Road, Telluride, CO 81435. Does not include 6,594,327 Earn-Out Shares that may be issuable to the Danner Trust. |
| (10) | Volkswagen AG is the parent company of Volkswagen US-Holding, Inc., which in turn is the direct parent company of Volkswagen Group of America Investments, LLC (“VWGoAI”). The shares beneficially owned by VWGoAI may also be deemed to be beneficially owned by Volkswagen US-Holding, Inc. and Volkswagen AG. The business address of VWGoAI is 1950 Opportunity Way, Suite 1500, Reston, VA 20190. The business address of Volkswagen US-Holding, Inc. is 1950 Opportunity Way, Suite 1900, Reston, VA 20190. The business address of Volkswagen AG is Berliner Ring 2, 38440 Wolfsburg, Germany. Does not include 6,269,199 Earn-Out Shares that may be issuable to VWGoAI. |
| (11) | Includes 3,562,305 shares of Pubco Common Stock issuable upon the exercise of Pubco Ascent Warrants that are exercisable within 60 days of the Closing Date. Reflects securities held by Ascent Energy Innovation SPV I LP, Ascent Funds International SPV I LP, Ascent Funds International SPV II LP, Ascent Funds International SPV III LP and Ascent Funds International Management LLC (collectively, the “Ascent Funds”). Ascent Energy Innovation Management LLC, the management company of Ascent Energy Innovation SPV I LP, has voting and investment control of the shares held by Ascent Energy Innovation SPV I LP. Ascent Funds International Management LLC, the management company of each of Ascent Funds International SPV I LP, Ascent Funds International SPV II LP and Ascent Funds International SPV III LP, has voting and investment control of the shares held by each such entity. Mark Gordon is the Managing Partner of each of Ascent Energy Innovation Management LLC and Ascent Funds International Management LLC and may be deemed to be the beneficial owner of the shares held by, or issuable upon exercise of warrants held by, the foregoing entities. Mr. Gordon disclaims any beneficial ownership of such shares. The business address of each of the foregoing entities is 788 NE 23rd Street, 5401, Miami, FL 33137. Does not include 7,573,407 Earn-Out Shares that may be issuable to the Ascent Funds. |
| (12) | Includes 15,642 shares of Pubco Common Stock issuable upon the exercise of Pubco Options that are exercisable within 60 days of the Closing Date. The address of David King is c/o Forge Nano Holdings, Inc., 12300 Grant Street, Suite 100, Thornton, CO 80241. Does not include 8,211,786 Earn-Out Shares that may be issuable to Mr. King and 30,669 PSUs held by Mr. King. |
| (13) | Reflects securities held of record by OIC Growth Fund I AUS, L.P., OIC Growth Fund I GPFA, L.P., OIC Growth Fund I PV, L.P. and OIC Growth Fund I, L.P. (collectively, the “OIC Growth Funds”) and OIC Growth Fund I GP, L.P. (“OIC Growth Fund GP”). The general partner of the OIC Growth Funds is OIC Growth Fund GP, and the general partner of OIC Growth Fund GP is OIC Growth Fund Upper GP, LLC (“OIC Growth Fund Upper GP”). OIC Growth Fund Upper GP is owned and controlled by Nazar Massouh and Gerrit Nicholas and, as such, Messrs. Massouh and Nicholas may be deemed to have voting and dispositive control of the securities held by the OIC Growth Funds and OIC Growth Fund GP. Each of OIC Growth Fund Upper GP and Messrs. Massouh and Nicholas disclaims beneficial ownership of any securities held of record by the OIC Growth Funds or OIC Growth Fund GP, except to the extent of any pecuniary interest therein. Does not include 7,040,133 Earn-Out Shares that may be issuable to the OIC Growth Funds. |
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Directors and Executive Officers
The Company’s directors and executive officers are described in the section titled “Management of Pubco Following the Business Combination” beginning on page 320 of the Proxy Statement/Prospectus, and that information is incorporated herein by reference.
Directors
Pursuant to the approval of ATII shareholders at the Extraordinary General Meeting, the following persons constitute the Company’s board of directors (the “Board”) effective upon the First Effective Time: Paul Lichty, Michael Danner, David Goggins, Millicent Pitts-DiCicco, Jimmy Smith, Kamal Bherwani and Ben Landen. Biographical information for these individuals is set forth in the section titled “Management of Pubco Following the Business Combination” beginning on page 320 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Long Long resigned as sole director of the Company effective as of the First Effective Time.
Committees of the Board of Directors
Information with respect to the committees of the Board is set forth in the Proxy Statement/Prospectus in the section titled “Management of Pubco Following the Business Combination” beginning on page 320, which is incorporated herein by reference.
Executive Officers
Information about the executive officers of the Company is set forth in the section titled “Management of Pubco Following the Business Combination” beginning on page 320 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Long Long resigned as chief executive officer of the Company effective as of the First Effective Time.
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Executive and Director Compensation
A description of the compensation of the named executive officers and directors of Forge Nano prior to the consummation of the Business Combination is set forth in the section titled “Executive and Director Compensation of Forge Nano” beginning on page 327 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
At the Extraordinary General Meeting, the holders of ATII Ordinary Shares approved the Forge Nano Holdings, Inc. 2026 Omnibus Incentive Compensation Plan (the “2026 Equity Plan”). A description of the 2026 Equity Plan is set forth in the section titled “Proposal No. 7 – The Equity Incentive Plan Proposal” beginning on page 207 of the Proxy Statement/Prospectus, which is incorporated herein by reference. A copy of the full text of the 2026 Equity Plan is filed as Exhibit 10.6 hereto and is incorporated herein by reference.
Indemnification of Directors and Officers
The information set forth under “Indemnification Agreements” under Item 1.01 of this Report is incorporated herein by reference. Further information about the indemnification of the Company’s directors and officers is set forth in the Proxy Statement/Prospectus in the section titled “Description of Pubco Securities – Limitations on Liability and Indemnification of Officers and Directors” beginning on page 365, which is incorporated herein by reference.
Certain Relationships and Related Transactions
Certain relationships and related party transactions of the Company are described in the section titled “Certain Relationships and Related Party Transactions” beginning on page 341 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Legal Proceedings
Reference is made to the disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus titled “Business of Forge Nano – Legal Proceedings” beginning on page 305, which is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The ATII Units, ATII Ordinary Shares and ATII Warrants were previously listed on Nasdaq under the symbols “ATIIU,” “ATII” and “ATIIW,” respectively. On October 21, 2026, ATII requested that Nasdaq suspend trading of the ATII Units, ATII Ordinary Shares and ATII Warrants and Nasdaq filed with the SEC a Form 25 to delist such securities. As of the Closing Date, there were approximately 307 holders of record of Pubco Common Stock and approximately 118 holders of record of Pubco SPAC Warrants. The Pubco Common Stock and the Pubco SPAC Warrants began trading on Nasdaq under the symbols “NANO” and “NANOW,” respectively, on October 22, 2026.
The Company has not paid any cash dividends on shares of Pubco Common Stock to date and does not intend to pay cash dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of the Board.
Recent Sales of Unregistered Securities
Reference is made to the disclosure set forth below under Item 3.02 of this Report concerning the issuance and sale by the Company of certain unregistered securities, which is incorporated herein by reference.
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Description of Registrant’s Securities
The description of the Company’s securities is contained in the section titled “Description of Pubco Securities” beginning on page 347 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
The Company believes there are no changes that constitute material changes from the description of the Company’s securities previously disclosed in the Proxy Statement/Prospectus, other than as set forth below.
Pre-Funded Warrants
The Pre-Funded Warrants are exercisable for Pubco Common Stock on or after the date of their issuance and have no expiration date. The exercise price per Pre-Funded Warrant is $0.0001, subject to adjustment as set forth in the Pre-Funded Warrant Certificate and described below. The Pre-Funded Warrants may be exercised on a “net-issuance” basis. The Pre-Funded Warrants are subject to a beneficial ownership limitation, at the election of the holder. If the election is made, the Company will not effect any exercise of the Pre-Funded Warrants, and a holder will not have the right to exercise any portion of the Pre-Funded Warrants, to the extent that after giving effect to such exercise the holder (together with the holder’s affiliates, and anyone acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.9%, 9.9% or 19.9% (or such other amount as the holder may specify) of outstanding shares of Pubco Common Stock. The holder may increase or decrease such limitation by written notice; provided, however, that any such increase will not be effective until the 61st day after such notice is delivered to the Company. The Pre-Funded Warrants do not entitle the holder to any rights of a stockholder of the Company, including voting rights, prior to exercise, except as expressly provided in the Pre-Funded Warrant (including the right to participate in certain distributions described below).
The number of shares issuable upon exercise and the exercise price of the Pre-Funded Warrants are subject to adjustment if the Company (i) subdivides or combines (including by way of a reverse stock split) the outstanding Pubco Common Stock or (ii) issues by reclassification of Pubco Common Stock into any shares of capital stock of the Company. If Pubco declares or makes any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Pubco Common Stock, by way of return of capital or otherwise, the holder of Pre-Funded Warrants shall be entitled to participate in such distribution to the same extent as if the holder had held the number of shares of Pubco Common Stock acquired upon exercise of such holder’s Pre-Funded Warrants. If a Fundamental Transaction (as defined in the Pre-Funded Warrant) occurs, then, upon any subsequent exercise of a Pre-Funded Warrant, the holder will have the right to receive, for each share of Pubco Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the holder (without regard to the beneficial ownership limitation), the number of shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of Pubco Common Stock for which such Pre-Funded Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to the beneficial ownership limitation).
The foregoing description of the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Pre-Funded Warrant Certificate, which is filed as Exhibit 4.4 hereto and incorporated herein by reference.
The information set forth under Item 3.03 of this Report is incorporated herein by reference.
Financial Statements and Supplementary Data
The information set forth under Item 9.01 of this Report is incorporated herein by reference.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
Upon the Domestication Merger Effective Time, all of the outstanding ATII Units listed on Nasdaq under the symbol “ATIIU” separated into their component securities and no longer trade as an independent security, and the ATII Ordinary Shares and ATII Warrants ceased trading on Nasdaq under the symbols “ATII” and “ATIIW,” respectively. The Pubco Common Stock and the Pubco SPAC Warrants began trading on Nasdaq under the symbols “NANO” and “NANOW,” respectively, on October 22, 2026.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth with respect to the issuance of equity securities in the “Introductory Note” above is incorporated into this Item 3.02 by reference. The PIPE Subscribed Shares, the Additional PIPE Subscribed Shares, the PIPE Warrants and the Pre-Funded Warrants were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Pubco Forge Nano Warrants and the Pubco Ascent Warrants issued in connection with the First Company Merger were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.
| Item 3.03 | Material Modification to Rights of Security Holders. |
At the Domestication Merger Effective Time, the certificate of incorporation and bylaws of Pubco were amended and restated in the form of the Charter and the Bylaws (each as defined in Item 5.03 below), respectively. The material terms of the Charter and the Bylaws and the general effect upon the rights of holders of the Company’s capital stock are discussed in the sections of the Proxy Statement/Prospectus titled “Proposal No. 2 – The Domestication Merger Proposal” beginning on page 183, “Proposal No. 5 – The Organizational Documents Proposal” beginning on page 196, “Proposal No. 6 – The Advisory Organizational Documents Proposals” beginning on page 198, “Comparison of Corporate Governance and Shareholder Rights” beginning on page 342 and “Description of Pubco Securities” beginning on page 347, which are incorporated herein by reference.
The disclosures set forth under the “Introductory Note,” in Item 1.01 and in Item 2.01 of this Report are also incorporated herein by reference. Copies of the Charter and the Bylaws are included as Exhibit 3.1 and Exhibit 3.2, respectively, to this Report and are incorporated herein by reference.
On October 22, 2026, our board of directors adopted resolutions waiving the application of the doctrine of corporate opportunity, or any other analogous doctrine, with respect to the Company, any non-employee directors, any non-employee stockholders or any of their respective affiliates. In addition, pursuant to such resolutions, the Company renounced, to the fullest extent permitted by law, any interest or expectancy of the Company, its stockholders and any of their respective affiliates in, or in being notified of or offered an opportunity to participate in any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Company who is not an employee of the Company or any of its subsidiaries or (ii) any such director’s affiliates, partners, or other representatives (each of the foregoing, an “Exempt Person” and each such contemplated opportunity, an “Excluded Opportunity”), unless such matter, transaction or interest is expressly offered to such director solely in his or her capacity as a director of the Company. The foregoing renunciation and waiver does not apply to, and shall not result in the renunciation by the Company or any of its subsidiaries of any interest or expectancy in a business opportunity with respect to, an Exempt Person who first identified the applicable opportunity solely through the disclosure of the Company’s or any of its subsidiaries’ confidential information in circumstances in which the Company had a reasonable expectation that such information would be held in confidence. In addition, no Exempt Person shall have any duty to communicate or offer an Excluded Opportunity to the Company or any of its affiliates or stockholders, and no Exempt Person shall have any liability to the Company, any of its affiliates or stockholders for breach of any duty, as a director or otherwise, by reason of the fact that such Exempt Person pursues or acquires an Excluded Opportunity, directs an Excluded Opportunity to another person or fails to present an Excluded Opportunity, or information regarding an Excluded Opportunity, to the Company or any of its affiliates or stockholders.
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| Item 5.01 | Changes in Control of Registrant. |
The disclosure set forth in the “Introductory Note” and in Item 2.01 of this Report is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Executive Officers and Directors
Effective as of the First Effective Time, Long Long ceased serving as Chief Executive Officer of the Company. Effective as of the First Effective Time, the Board appointed Mr. Lichty to serve as the Company’s Chief Executive Officer, Mr. Kleinberg to serve as the Company’s Chief Financial Officer and Mr. Zimmermann to serve as the Company’s Chief Legal Counsel.
Effective as of the First Effective Time, Long Long resigned as sole director of the Company. Paul Lichty, Michael Danner, David Goggins, Millicent Pitts-DiCicco, Jimmy Smith, Kamal Bherwani and Ben Landen were appointed as directors of the Company, to serve until the end of their respective terms and until their successors are elected and qualified, and Mr. Lichty was appointed as Chair of the Board. Pursuant to the terms of the Merger Agreement, Messrs. Lichty, Danner, Goggins, Smith and Bherwani and Ms. Pitts-DiCicco were designated by Forge Nano, and Mr. Landen was designated by the Sponsor. The Board appointed Millicent Pitts-DiCicco, Ben Landen and David Goggins to serve on the Audit Committee, with Ms. Pitts-DiCicco as chair and qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. The Board appointed Mr. Landen and Ms. Pitts-DiCicco to serve on the Compensation Committee, with Mr. Landen as chair. The Board appointed Messrs. Goggins and Smith to serve on the Nominating and Corporate Governance Committee, with Mr. Goggins as chair.
There are no material compensatory plans, contracts or arrangements entered into or materially amended in connection with the appointments described above, other than as described in the Proxy Statement/Prospectus and this Report.
Reference is also made to the disclosure described in the Proxy Statement/Prospectus in the sections titled “Proposal No. 3 – The Director Election Proposal” beginning on page 189 and “Management of Pubco Following the Business Combination” beginning on page 320 of the Proxy Statement/Prospectus for biographical information about each of the directors and executive officers following the Business Combination, which is incorporated herein by reference.
There are no transactions between the Company and any of the newly appointed directors or executive officers that would be required to be reported under Item 404(a) of Regulation S-K, except as described in the section of the Proxy Statement/Prospectus titled “Certain Relationships and Related Party Transactions” beginning on page 341 (including with respect to the proposed acquisition of HzO, Inc., of which Mr. Bherwani serves as Executive Chairman), which is incorporated herein by reference.
2026 Equity Plan
On the Closing Date, the 2026 Equity Plan became effective. The initial aggregate number of shares of Pubco Common Stock available for issuance under the 2026 Equity Plan is 12,865,558, which number will automatically increase on January 1 of each year, commencing on January 1, 2027, by an amount equal to 5% of the total number of shares of Pubco Common Stock outstanding as of the immediately preceding December 31 (or such lesser number as determined by the Compensation Committee), subject to certain adjustments set forth therein.
A description of the 2026 Equity Plan is set forth in the section titled “Proposal No. 7 – The Equity Incentive Plan Proposal” beginning on page 207 of the Proxy Statement/Prospectus, which is incorporated herein by reference. A copy of the full text of the 2026 Equity Plan is filed as Exhibit 10.6 hereto and is incorporated herein by reference.
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| Item 5.03 | Amendments to the Articles of Incorporation or By-laws. |
At the Domestication Merger Effective Time, the certificate of incorporation and bylaws of Pubco were amended and restated in the form of the amended and restated certificate of incorporation of the Company (the “Charter”) and the amended and restated bylaws of the Company (the “Bylaws”), respectively, which, among other things, changed the name of Pubco from “ATII Holdings Inc.” to “Forge Nano Holdings, Inc.” The material terms of the Charter and the Bylaws and the general effect upon the rights of holders of the Company’s capital stock are discussed in the sections of the Proxy Statement/Prospectus titled “Proposal No. 2 – The Domestication Merger Proposal” beginning on page 183, “Proposal No. 5 – The Organizational Documents Proposal” beginning on page 196 and “Proposal No. 6 – The Advisory Organizational Documents Proposals” beginning on page 198, which are incorporated herein by reference.
Copies of the Charter and the Bylaws are attached as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated herein by reference.
| Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
In connection with the Business Combination, on the Closing Date, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. A copy of the Code of Business Conduct and Ethics is attached as Exhibit 14.1 hereto and is incorporated herein by reference.
| Item 5.06 | Change in Shell Company Status. |
As a result of the Business Combination, the Company ceased being a shell company. Reference is made to the disclosure in the sections of the Proxy Statement/Prospectus titled “Proposal No. 1 – The Business Combination Proposal” beginning on page 140 and “Proposal No. 2 – The Domestication Merger Proposal” beginning on page 183, which are incorporated herein by reference. Further, the information set forth in the “Introductory Note” and under Item 2.01 of this Report is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of Forge Nano as of and for the years ended December 31, 2025 and 2024 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-79 and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of Forge Nano as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-45 and are incorporated herein by reference.
The audited consolidated financial statements of ATII as of December 31, 2025 and 2024, for the year ended December 31, 2025 and for the period from June 7, 2024 (inception) through December 31, 2024 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-25 and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of ATII as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-3 and are incorporated herein by reference.
The audited consolidated financial statements of HzO as of and for the years ended December 31, 2025 and 2024, and the related notes are included in the Proxy Statement/Prospectus beginning on page F-156 and are incorporated herein by reference.
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The unaudited condensed consolidated financial statements of HzO as of June 30, 2026 and for the three and six months ended June 30, 2026, and the related notes, are included in the Proxy Statement/Prospectus beginning on page F-133 and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.
The unaudited pro forma condensed combined financial information of the Company (acquisition of HzO) as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.
(d) Exhibits:
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| * | Certain schedules and similar attachments to this Exhibit have been omitted or redacted in accordance with Item 601(a)(5), 601(b)(2)(ii)
or 601(b)(10)(iv), as applicable, of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or
schedule to the SEC upon its request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 27, 2026
| By: | /s/ Michael Kleinberg | ||
| Name: | Michael Kleinberg | ||
| Title: | Chief Financial Officer | ||
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ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
XBRL TAXONOMY EXTENSION LABEL LINKBASE
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