Forge Nano closes merger; up to 90M shares in escrow

The closing left 128,655,585 shares outstanding, while up to 90,000,000 milestone-based earn-out shares remain subject to release from escrow.

Rhea-AI Filing Summary

Forge Nano Holdings, Inc. (NANO) completed its business combination: ATII re-domiciled as a Delaware corporation on October 21, 2026, and the company mergers closed October 22, 2026. Former Forge Nano stockholders received 116,015,828 shares, or 90.2% of the 128,655,585 shares outstanding at closing. Up to 90,000,000 additional earn-out shares are held in escrow and may be distributed if specified milestones are achieved. The common stock and warrants began trading on Nasdaq as NANO and NANOW on October 22, 2026.

At closing, the company issued securities for $100 million to an initial PIPE investor: 2,968,825 common shares at $10 per share, pre-funded warrants for 7,031,175 shares at a $10 subscription price per warrant and a $0.0001 exercise price, and warrants for 15,000,000 shares with a $10 initial exercise price. Additional PIPE investors bought 2,300,000 shares for $23 million at $10 per share. Unaudited pro forma combined net sales were $4.101 million and net loss was $33.897 million for the six months ended June 30, 2026; these figures are illustrative.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointThe company issued securities for $100 million in the initial PIPE financing at closing. 16% of market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Up to 90,000,000 earn-out shares are subject to milestone-based release from escrow.

8-K Event Classification

11 items: 1.01, 2.01, 3.01, 3.02, 3.03, 5.01, 5.02, 5.03, 5.05, 5.06, 9.01

11 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics Governance

The company amended or granted a waiver from its code of ethics for senior financial officers.

Item 5.06 Change in Shell Company Status Governance

The company changed its shell company status, often through a reverse merger or acquisition of operating assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Initial PIPE purchase price: $100 million Additional PIPE purchase price: $23 million Shares outstanding: 128,655,585 shares +5 more

8 metrics

Initial PIPE purchase price $100 million At closing

Additional PIPE purchase price $23 million At closing; 2,300,000 shares sold at $10 per share

Shares outstanding 128,655,585 shares As of the Closing Date, excluding earn-out shares held in escrow

Earn-Out Shares Up to 90,000,000 shares Held in escrow and distributable upon achievement of specified milestones

Redemption Approximately $238.4 million Aggregate cash redemption of ATII Public Shares in connection with the business combination

Pro forma combined net sales $4.101 million Six months ended June 30, 2026; unaudited and illustrative

Pro forma combined net loss $33.897 million Six months ended June 30, 2026; unaudited and illustrative

PIPE Warrants 15,000,000 shares Underlying shares; initial exercise price of $10 per share

Key Terms

reverse recapitalization, Pre-Funded Warrants, PIPE Reset Price, Earn-Out Shares, +1 more

5 terms

reverse recapitalization financial

"accounted for as a reverse recapitalization"

A reverse recapitalization is a way for a privately held company to become publicly traded by taking control of an existing public company and swapping ownership rather than going through a traditional public offering. For investors it matters because it can quickly change who controls a company and reshape its share structure and value — like a homeowner swapping houses and keys rather than building a new one — so it can create sudden shifts in stock supply, dilution and market expectations.

Pre-Funded Warrants financial

"Pre-Funded Warrants to purchase an aggregate of 7,031,175 shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

PIPE Reset Price financial

"the “PIPE Reset Price”"

Earn-Out Shares financial

"up to an aggregate of 90,000,000 Earn-Out Shares"

Earn-out shares are company shares promised to sellers or managers only if the business meets agreed future targets after a merger or acquisition, functioning like a performance-based payout instead of immediate cash. They matter to investors because they can dilute existing ownership, change future earnings prospects and reveal how confident buyers are about growth — like a conditional bonus that shifts payment and risk into the future.

beneficial ownership limitation regulatory

"subject to a beneficial ownership limitation, at the election of the holder"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did NANO raise in its PIPE financings?

The initial PIPE financing had an aggregate purchase price of $100 million. Additional PIPE investors purchased 2,300,000 shares for $23 million at $10 per share; the two amounts are reported separately.

How many NANO shares were outstanding after the business combination?

There were 128,655,585 shares outstanding at closing, excluding 90,000,000 earn-out shares held by the escrow agent. After giving effect to issuance of those earn-out shares, the stated share count is 218,655,585.

What are the NANO lock-up release conditions?

Certain Forge Nano stockholders agreed not to transfer their lock-up shares, subject to customary exceptions, until the earlier of six months after closing or the date the common stock’s last reported sale price equals or exceeds $12 per share for any 20 trading days within a 30-trading-day period after closing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/27/2026 - 04:31 PM EDT Accepted by SEC EDGAR 10/27/2026 - 04:30 PM EDT Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2026

FORGE NANO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-43517	41-2980280
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer identification number)

12300 Grant Street, Suite 100 Thornton, CO	80241
(Address of principal executive offices)	(Zip Code)

(720) 259-8579
(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
Common Stock, par value $0.0001 per share		NANO		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share		NANOW		The Nasdaq 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 x

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.

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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.

16

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.

17

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.

18

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:

Exhibit	Description
2.1*	Agreement and Plan of Merger, dated as of April 20, 2026, by and among Archimedes Tech SPAC Partners II Co., ATII Holdings Inc., ATII Merger Sub Inc., ATII Merger Sub II, LLC and Forge Nano, Inc. (incorporated by reference to Annex A to the Company’s Registration Statement on Form S-4 (File No. 333-295563), filed with the SEC on May 5, 2026).
3.1	Amended and Restated Certificate of Incorporation of Forge Nano Holdings, Inc.
3.2	Amended and Restated Bylaws of Forge Nano Holdings, Inc.
4.1	Warrant Agreement, dated February 10, 2025, by and between Archimedes Tech SPAC Partners II Co. (as predecessor to the Company) and Odyssey Transfer and Trust Company, as warrant agent.
4.2	Assumption of Warrant Agreement, dated as of October 21, 2026, by and among the Company, Archimedes Tech SPAC Partners II Co. and Odyssey Transfer and Trust Company.
4.3	Form of PIPE Warrant Certificate (incorporated by reference to Exhibit 4.1 filed on the Company’s Current Report on Form 8-K, filed on October 13, 2026).
4.4	Form of Pre-Funded Warrant Certificate (incorporated by reference to Exhibit 4.2 filed on the Company’s Current Report on Form 8-K, filed on October 13, 2026).
4.5	Ascent Warrant Agreement, dated as of October 22, 2026.
4.6	Ascent Warrant Agreement, dated as of October 22, 2026.
4.7	Warrant to Purchase Shares of Common Stock, dated January 31, 2020, by and between Forge Nano, Inc. and Saoradh Energy Partners LLC (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-4 (File No. 333-295563), filed with the SEC on July 24, 2026).
4.8	Warrant to Purchase Stock, dated May 24, 2022, by and between Forge Nano, Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-4 (File No. 333-295563), filed with the SEC on July 24, 2026).
4.9	Warrant to Purchase Common Stock, dated February 10, 2021, by and between Forge Nano, Inc. and Silicon Valley Bank (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-4 (File No. 333-295563), filed with the SEC on September 2, 2026).
10.1	Form of Amended and Restated PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 filed on the Company’s Current Report on Form 8-K, filed on October 13, 2026).
10.2	Form of Additional PIPE Subscription Agreement.
10.3	Amended and Restated Registration Rights Agreement, dated as of October 22, 2026, by and among Forge Nano Holdings, Inc., Archimedes Tech SPAC Sponsors II LLC and the other holders party thereto.

19

Exhibit	Description
10.4	Form of Lock-Up Agreement.
10.5	Form of Indemnification Agreement.
10.6	Forge Nano Holdings, Inc. 2026 Omnibus Incentive Compensation Plan.
10.7	Lease Agreement, dated March 31, 2025, by and among Forge Battery, Inc., as tenant, and 401 Southport, LLC, as landlord (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-4 (File No. 333-295563), filed with the SEC on July 24, 2026).
10.8	First Amendment to Lease Agreement, dated May 8, 2026, by and among Forge Battery, Inc., as tenant, and 401 Southport, LLC, as landlord (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-4 (File No. 333-295563), filed with the SEC on July 24, 2026).
10.9	Assistance Agreement between Forge Battery, Inc. and the U.S. Department of Energy, dated April 16, 2026 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-4 (File No. 333-295563), filed with the SEC on July 24, 2026).
10.10	Amended and Restated Loan and Security Agreement, dated February 10, 2021, by and among Forge Nano and Silicon Valley Bank (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-4 (File No. 333-295563), filed with the SEC on July 24, 2026).
10.11	Executive Employment Agreement, by and between Paul Lichty and Forge Nano, dated May 14, 2019 (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-4 (File No. 333-295563), filed with the SEC on July 24, 2026).
10.12	Executive Employment Agreement, by and between Michael Kleinberg and Forge Nano, dated September 14, 2020 (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-4 (File No. 333-295563), filed with the SEC on July 24, 2026).
10.13	Offer Letter, by and between Curtis Zimmermann and Forge Nano, dated June 2, 2021 (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-4 (File No. 333-295563), filed with the SEC on July 24, 2026).
10.14	Form of RSU Award Agreement.
10.15	Form of Earnout PSU Award Agreement.
10.16	Earnout Escrow Agreement, dated as of October 21, 2026, by and between the Company and Odyssey Transfer and Trust Company
14.1	Code of Business Conduct and Ethics
21.1	List of Subsidiaries of Forge Nano Holdings, Inc.
99.1	Unaudited Pro Forma Condensed Combined Financial Information of Forge Nano Holdings, Inc.
99.2	Unaudited Pro Forma Condensed Combined Financial Information of Forge Nano Holdings, Inc. (acquisition of HzO).
104	Cover Page Interactive Data File (formatted as Inline XBRL).

* 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.

20

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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Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included in the definitive proxy statement/prospectus of Forge Nano Holdings, Inc. (formerly ATII Holdings, Inc.), dated September 22, 2026, 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, initially filed with the SEC on May 5, 2026 and declared effective by the SEC on September 22, 2026.

Introduction

The following unaudited pro forma condensed combined financial information presents the combination of financial information of ATII and Forge Nano, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). ATII has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2026, assumes that the Business Combination occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025, assume that the Business Combination occurred on January 1, 2025, the beginning of the earliest periods presented.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what Pubco’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of Pubco. The actual financial position and results of operations of Pubco may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of ATII was derived from the unaudited consolidated financial statements of ATII as of and for the six months ended June 30, 2026 and the audited consolidated financial statements of ATII for the year ended December 31, 2025, which are included in the Proxy Statement/Prospectus and incorporated herein by reference. The historical financial information of Forge Nano was derived from the unaudited consolidated financial statements of Forge Nano as of and for the six months ended June 30, 2026, and the audited consolidated financial statements of Forge Nano for the year ended December 31, 2025, which are included in the Proxy Statement/Prospectus and incorporated herein by reference. This information should be read together with ATII’s and Forge Nano’s audited and unaudited financial statements, and related notes, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ATII” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Forge Nano” and other financial information included in the Proxy Statement/Prospectus and incorporated herein by reference.

Description of the Business Combination

On April 20, 2026, ATII, Pubco, Merger Sub I, Merger Sub II and Forge Nano entered into the Merger Agreement. On October 21, 2026, the Business Combination was closed.

Pursuant to the Merger Agreement, ATII re-domiciled and became a Delaware corporation by merging with Pubco, following which the separate corporate existence of ATII ceased and Pubco continues as the surviving corporation.

Immediately prior to the Domestication Merger Effective Time, each then issued and outstanding ATII Unit separated and converted automatically into one ATII Ordinary Share and one-half of one ATII Warrant, 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 (which, for the avoidance of doubt, included ATII Ordinary Shares held as a result of the separation of the ATII Units) was cancelled in exchange for the right to receive one share of Pubco Common Stock and each ATII Warrant that was outstanding and unexercised converted automatically into one Pubco SPAC Warrant pursuant to the terms of the Warrant Agreement.

Pursuant to the Merger Agreement, Merger Sub I merged with and into Forge Nano, with Forge Nano surviving as the Initial Surviving Corporation and as a result of which the holders of the issued and outstanding capital stock of Forge Nano received shares of Pubco Common Stock in exchange for the issued and outstanding capital stock of Forge Nano. As a result of the First Company Merger, Forge Nano became a wholly-owned subsidiary of Pubco.

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

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

Earn-Out

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

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

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

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

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

Second Company Merger

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

PIPE Financing

Concurrently with the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into the PIPE Subscription Agreement with the Initial PIPE Investor, pursuant to which, subject to the terms and conditions thereof, Pubco sold 2,968,825 shares of Pubco Common Stock, PIPE Pre-funded Warrants to purchase an aggregate of 7,031,175 shares of Pubco Common Stock, and PIPE Warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock to the Initial PIPE Investor for an aggregate commitment of $100,000,000.

In addition, concurrently with the execution of the Merger Agreement, ATII and Forge Nano entered into the Purchaser Support Agreement with the Sponsor. Pursuant to the Purchaser Support Agreement, the Sponsor transferred an aggregate of 3,300,000 Founder Shares held by them to the PIPE Investors at the Closing in connection with the PIPE Financing and Additional PIPE Financing for no additional cash consideration.

Additionally, subsequent to the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into the Additional Subscription Agreements with the Additional PIPE Investors, pursuant to which and subject to the terms and conditions thereof, Pubco sold an aggregate of 2,300,000 shares of Pubco Common Stock to the Additional PIPE Investors at a subscription price of $10.00 per share, for an aggregate commitment of $23,000,000.

Ownership of Pubco Following the Business Combination

The following table sets out share ownership of Pubco immediately following the Business Combination, excluding the dilutive effect of Pubco SPAC Warrants, Pubco Forge Nano Warrants, Pubco Ascent Warrants, Pubco Options, PIPE Warrants, Reset PIPE Warrants, Additional PIPE Warrants and Earn-Out Shares:

		Shares				%
ATII Public Shareholders			780,932				0.6	%
Initial Shareholders(1)			3,290,000				2.6	%
Forge Nano Stockholders(2)			116,015,828				90.2	%
PIPE Investors(3)			8,568,825				6.6	%
Total			128,655,585				100.0	%

	(1)	Consists of (i) the 2,450,000 shares of Pubco Common Stock issued to the Sponsor and the Initial Shareholders in exchange for 2,450,000 Founder Shares (3,300,000 shares of Pubco Common Stock issued in exchange for 3,300,000 Founder Shares were transferred by the Sponsor to the PIPE Investors upon the Closing pursuant to the Purchaser Support Agreement), (ii) the 530,000 ATII Private Shares held by the Sponsor and (iii) the 310,000 ATII Private Shares held by BTIG.
	(2)	Consists of the 116,015,828 shares of Pubco Common Stock issuable in respect of 4,071,346 shares of Forge Nano Common Stock (including shares of Forge Nano Common Stock issued upon conversion of Forge Nano Preferred Stock immediately prior to the First Effective Time) based on the Exchange Ratio of approximately 28.4957.
	(3)	Consists of (i) the 2,968,825 PIPE Subscribed Shares acquired by the Initial PIPE Investor pursuant to the PIPE Subscription Agreement, (ii) the 3,300,000 Founder Shares transferred by the Sponsor to the PIPE Investors in connection with the PIPE Financing for no additional cash consideration pursuant to the Purchaser Support Agreement, and (iii) the 2,300,000 Additional PIPE Subscribed Shares acquired by the Additional PIPE Investors pursuant to the Additional PIPE Subscription Agreements at a subscription price of $10.00 per share.

Accounting Treatment

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although ATII acquired all of the outstanding equity interests of Forge Nano in the Business Combination, ATII was treated as the “acquired” company and Forge Nano was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Forge Nano issuing stock for the net assets of ATII, accompanied by a recapitalization. The net assets of ATII were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of Forge Nano.

Forge Nano was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

· Forge Nano Stockholders have the greatest voting interest in Pubco;

· Forge Nano Stockholders have the ability to control decisions regarding election and removal of directors and officers of Pubco;

· Forge Nano comprises the ongoing operations of Pubco; and

· Forge Nano’s existing senior management is the senior management of Pubco.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2026, and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025, are based on the unaudited and audited historical financial statements of ATII and Forge Nano. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information and include immaterial rounding differences.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2026⁽¹⁾
(in thousands, except share and per share data)

		(1) Forge Nano (Historical)				(2) ATII (Historical)				Transaction Accounting Adjustments				Pro Forma Combined
Assets
Current assets
Cash and cash equivalents		$	28,591			$	415			$	100,000		(A)	$	140,717
											23,000		(B)
											8,379		(E)
											(5,228	)	(F)
											(14,440	)	(G)
Restricted cash and cash equivalents			1,026				—				—				1,026
Accounts receivable - net of allowance for credit losses of $33			1,622				—				—				1,622
Contract assets - unbilled accounts receivable			6,822				—				—				6,822
Inventory			4,515				—				—				4,515
Prepaid expenses and other current assets			3,007				101				1,441		(G)		4,549
Total Current Assets			45,583				516				113,152				159,251
Cash held in Trust Account			—				244,162				(238,404	)	(C)		—
											2,621		(D)
											(8,379	)	(E)
Property and equipment - net			23,962				—				—				23,962
Goodwill			3,124				—				—				3,124
Intangible asset - net			1,487				—				—				1,487
Restricted cash and cash equivalents			56				—				—				56
Right-of-use operating lease assets			65,270				—				—				65,270
Deposits			2,993				—				—				2,993
Total Assets		$	142,475			$	244,678			$	(131,010	)		$	256,143
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable		$	3,638			$	—			$	—			$	3,638
Current portion of operating lease liabilities			1,151				—				—				1,151
Contract liabilities - deferred revenue			3,526				—				—				3,526
Provision for loss on contract			752				—				—				752
Accrued and other current liabilities			5,835				576				21		(G)		6,432
Current portion of debt – net of discount			10,488				—				—				10,488
PIPE subscription derivative liability			—				137,942				(137,942	)	(A)		—
Total Current Liabilities			25,390				138,518				(137,921	)			25,987
Deferred underwriting fee payable			—				8,050				(8,050	)	(F)		—
Operating lease liabilities			64,864				—				—				64,864
Due to Sundew Technologies, LLC			2,809				—				—				2,809
Warrant liabilities			14,965				—				128,209		(A)		143,174
Earn-+out Shares liability			—				—				704,453		(L)		704,453
Total Liabilities			108,028				146,568				686,691				941,287
Forge Nano Preferred stock - $0.0001 par value; 4,663,753 shares authorized and 2,190,939 shares issued and outstanding			—				—				—		(H)		—
Additional paid-in capital			185,265				—				(185,265	)	(H)		—
ATII ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.62 per share			—				244,162				2,621		(D)		—
											(238,404	)	(C)
											(8,379	)	(J)

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2026 — (Continued) ⁽¹⁾
(in thousands, except share and per share data)

		(1) Forge Nano (Historical)				(2) ATII (Historical)				Transaction Accounting Adjustments				Pro Forma Combined
Stockholders’ Deficit
ATII preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—				—				—				—
ATII ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 6,590,000 shares issued and outstanding			—				1				—		(J)		—
											(1	)	(K)
Forge Nano common stock - $0.0001 par value; 4,850,000 shares authorized and 1,636,918 shares issued and outstanding			—				—				—		(H)		—
Pubco Common Stock			—				—				—		(A)		13
											—		(B)
											12		(H)
											1		(K)
Additional paid-in capital			10,820				—				109,733		(A)		—
											23,000		(B)
											2,822		(F)
											(11,506	)	(G)
											185,253		(H)
											(147,567	)	(I)
											8,379		(J)
											(704,453	)	(L)
											523,519		(M)
Accumulated deficit			(161,638	)			(146,053	)			(1,514	)	(G)		(685,157	)
											147,567		(I)
											(523,519	)	(M)
Total Stockholders’ Deficit			(150,818	)			(146,052	)			(388,274	)			(685,144	)
Total Liabilities and Stockholders’ Deficit		$	142,475			$	244,678			$	(131,010	)		$	256,143

(1) Pubco was incorporated for the sole purpose of effectuating the Business Combination. It does not meet the definition of a business. It has no activities other than transaction costs which are included in the transaction accounting adjustments.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

(1) Derived from the unaudited consolidated balance sheet of Forge Nano as of June 30, 2026.

(2) Derived from the unaudited balance sheet of ATII as of June 30, 2026.

(A) Reflects the receipt of $100.0 million proceeds from the PIPE Financing. Pursuant to the PIPE Subscription Agreements, Pubco sold 2,968,825 shares of Pubco Common Stock, PIPE Pre-funded Warrants to purchase an aggregate of 7,031,175 shares of Pubco Common Stock, and PIPE Warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock to the Initial PIPE Investor for an aggregate price of $100,000,000. If, on the 24-month anniversary of the Closing Date, the Initial PIPE Investor certifies in writing that the Initial PIPE Investor beneficially owns 5,000,000 shares of Pubco Common Stock, Pubco will issue to the Initial PIPE Investor the Additional PIPE Warrants entitling the Initial PIPE Investor to purchase 5,000,000 shares of Pubco Common Stock. In the event that on the 21st Trading Day following the six-month anniversary of the Closing, the VWAP of the Common Stock is less than the Exercise Price then in effect, the Initial PIPE Investor shall receive up to 10,000,000 Reset Warrants. The PIPE Pre-funded Warrants, PIPE Warrants, Additional PIPE Warrants and Reset Warrants are precluded from equity classification under ASC 815-40, and management determined it to be classified as a liability, initially measured at fair value and subsequently remeasured through earnings until settlement. The fair value of the warrants is estimated to be $128.2 million.

The warrants were valued using a Monte Carlo simulation. Below are the significant assumptions used in the simulation:

Equity volatility:			44.0	%
Risk-free rate:			4.15	%
Term:			5.0
Stock price:		$	10.00

Changes in those assumptions could result in different fair value measurement and therefore could have affected the amounts presented in the pro forma financial information. Because the warrants are accounted for as a liability and remeasured at fair value at each reporting date, changes in assumptions used in the valuation model may result in significant non-cash gains or losses in future periods, which could materially affect the future combined results of operations.

(B) Reflects the receipt of $23.0 million proceeds from the PIPE Financing. Pursuant to the PIPE Subscription Agreements, Pubco issued and sold an aggregate of 2,300,000 shares of Pubco Common Stock to the PIPE Investors.

(C) Reflects the redemption of 22,219,068 ATII Public Shares for aggregate redemption payments of $238.4 million at a redemption price of approximately $10.73 per share.

(D) Reflects the interest income earned on the cash held in Trust Account subsequent to June 30, 2026.

(E) Reflects the transfer of cash held in the Trust Account to cash.

(F) Reflects the settlement of the deferred underwriting fee payable by cash upon the Closing of the Business Combination.

(G) Represents transaction costs incurred by ATII and Forge Nano of approximately $4.7 million and $11.8 million, respectively. These costs are accounted for as a reduction in the combined cash account with a corresponding reduction in additional paid-in capital or accumulated deficit consistent with the treatment described in SEC Staff Accounting Bulletin Topic 5.A. These transaction costs will not recur in Pubco’s income beyond 12 months after the transaction.

For the ATII transaction costs, $0.5 million have been accrued and $0.9 million have been paid as of the pro forma balance sheet date. The amount of $1.8 million related to placement fee is reflected as an adjustment to additional paid-in capital. The remaining amount of $1.5 million is reflected as an adjustment to accumulated losses. The ATII estimated transaction costs exclude the deferred underwriting fee included in (F) above.

For the Forge Nano transaction costs, $0.6 million have been paid and recorded as deferred issuance costs as of the pro forma balance sheet date. $2.0 million related to the D&O insurance is reflected as an adjustment to prepaid expenses. The amount of $9.8 million is included as an adjustment to additional paid-in capital.

(H) Represents the issuance of 116,015,828 shares of Pubco Common Stock to the existing stockholders of Forge Nano.

(I) Reflects the elimination of ATII’s historical accumulated deficit after recording the transaction costs as described in (G) above.

(J) Reflects the reclassification of 780,932 ordinary shares subject to possible redemption to permanent equity.

(K) Represents the conversion of 7,370,932 ATII Ordinary Shares, par value of $0.0001 per share, into the same number of shares of Pubco Common Stock, par value of $0.0001 per share.

(L) Represents the recognition of the Earn-Out Shares liability upon the Closing. The Earn-Out Shares are precluded from equity classification under ASC 815-40, and management determined it to be classified as a liability, initially measured at fair value and subsequently remeasured through earnings until settlement. The fair value of the Earn-Out Shares is estimated to be $704.5 million.

The Earn-Out Shares were valued using a Monte Carlo simulation. Below are the significant assumptions used in the simulation:

Equity volatility:			44.0	%
Risk-free rate:			4.15	%
Term:			5.0
Stock price:		$	10.00

Changes in those assumptions could result in different fair value measurement and therefore could have affected the amounts presented in the pro forma financial information. Because the Earn-Out Shares are accounted for as a liability and remeasured at fair value at each reporting date, changes in assumptions used in the valuation model may result in significant non-cash gains or losses in future periods, which could materially affect the future combined results of operations.

(M) Represents the reclassification among equity to avoid negative additional paid-in capital.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026⁽¹⁾
(in thousands, except share and per share data)

		(1) Forge Nano (Historical)				(2) ATII (Historical)				Transaction Accounting Adjustments				Pro Forma Combined
Net Sales
Tool manufacturing and related services		$	3,136			$	—			$	—			$	3,136
Coating services			614				—				—				614
Battery manufacturing			351				—				—				351
Total Net Sales			4,101				—				—				4,101
Cost of Sales
Tool manufacturing and related services			4,394				—				—				4,394
Coating services			2,666				—				—				2,666
Battery manufacturing			139				—				—				139
Total Cost of Sales			7,199				—				—				7,199
Gross loss			(3,098	)			—				—				(3,098	)
Operating Expenses
General and administrative expenses			20,676				1,426				(60	)	(BB)		22,042
Total operating expenses			20,676				1,426				(60	)			22,042
Operating Loss			(23,774	)			(1,426	)			60				(25,140	)
Other income (expense)
Interest earned on cash in bank account			—				19				—				19
Interest earned on cash held in Trust Account			—				4,301				(4,301	)	(AA)		—
PIPE subscription expense			—				(100,000	)			100,000		(CC)		—
Change in fair value of PIPE subscription derivative liability			—				(37,942	)			37,942		(CC)		—
Interest income			220				—				—				220
Grant income			1,819				—				—				1,819
Other income			70				—				—				70
Interest expense, change in fair value, and amortization of debt discount			(10,866	)			—				—				(10,866	)
Other expense			(19	)			—				—				(19	)
Total other income, net			(8,776	)			(133,622	)			133,641				8,757
Net (loss) income		$	(32,550	)		$	(135,048	)		$	(133,701	)		$	(33,897	)
Net Loss Per Share, Basic and Diluted		$	(19.42	)
Basic and diluted net loss per share, redeemable ordinary shares						$	(4.56	)
Basic net loss per share, non-redeemable ordinary shares						$	(4.56	)
Diluted net loss per share, non-redeemable ordinary shares						$	(4.56	)
Weighted average number of shares outstanding, basic and diluted															128,655,585
Net loss per share, basic and diluted														$	(0.26	)

(1) Pubco was incorporated for the sole purpose of effectuating the Business Combination. It does not meet the definition of a business. It has no activities other than transaction costs which are included in the transaction accounting adjustments.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

	(1)	Derived from the unaudited consolidated statement of operations of Forge Nano for the six months ended June 30, 2026.
	(2)	Derived from the unaudited statement of operations of ATII for the six months ended June 30, 2026.
	(AA)	Represents an adjustment to eliminate interest earned on cash held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.
	(BB)	Represents an adjustment to eliminate administrative service fees that will cease at the Business Combination.
	(CC)	Represents the elimination of PIPE subscription expense and change in fair value of PIPE subscription derivative liability after giving effect to the Business Combination as if it had occurred on January 1, 2025.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025⁽¹⁾
(in thousands, except share and per share data)

		(1) Forge Nano (Historical)				(2) ATII (Historical)				Transaction Accounting Adjustments				Pro Forma Combined
Net Sales
Tool manufacturing and related services		$	4,625			$	—			$	—			$	4,625
Coating services			1,429				—				—				1,429
Battery manufacturing			1,334				—				—				1,334
Total Net Sales			7,388				—				—				7,388
Cost of Sales
Tool manufacturing and related services			6,239				—				—				6,239
Coating services			3,921				—				—				3,921
Battery manufacturing			1,085				—				—				1,085
Total Cost of Sales			11,245				—				—				11,245
Gross loss			(3,857	)			—				—				(3,857	)
Operating Expenses
General and administrative expenses			40,788				786				1,514		(CC)		42,981
											(107	)	(BB)
Total operating expenses			40,788				786				1,407				42,981
Operating Loss			(44,645	)			(786	)			(1,407	)			(46,838	)
Other income (expense)
Interest earned on cash in bank account			—				62				—				62
Interest earned on cash held in Trust Account			—				8,711				(8,711	)	(AA)		—
Interest income			637				—				—				637
Grant income			7,062				—				—				7,062
Other income			865				—				—				865
Interest expense, change in fair value, and amortization of debt discount			(6,515	)			—				—				(6,515	)
Other expense			(578	)			—				—				(578	)
Total other income, net			1,471				8,773				(8,711	)			1,533
Net (loss) income		$	(43,174	)		$	7,987			$	(10,118	)		$	(45,305	)
Net Loss Per Share, Basic and Diluted		$	(27.94	)
Basic and diluted net income per share, redeemable ordinary shares						$	0.30
Basic net income per share, non-redeemable ordinary shares						$	0.30
Diluted net income per share, non-redeemable ordinary shares						$	0.30
Weighted average number of shares outstanding, basic and diluted															128,655,585
Net loss per share, basic and diluted														$	(0.35	)

(1) Pubco was incorporated for the sole purpose of effectuating the Business Combination. It does not meet the definition of a business. It has no activities other than transaction costs which are included in the transaction accounting adjustments.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

	(1)	Derived from the audited consolidated statement of operations of Forge Nano for the year ended December 31, 2025.
	(2)	Derived from the audited statement of operations of ATII for the year ended December 31, 2025.
	(AA)	Represents an adjustment to eliminate interest earned on cash held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.
	(BB)	Represents an adjustment to eliminate administrative service fees that will cease at the Business Combination.
	(CC)	Represents the effect of the pro forma balance sheet adjustment presented in (G) above in the aggregate amount of $1.5 million for the direct, incremental costs of the Business Combination incurred by ATII. As these costs are directly related to the Business Combination, they are not expected to recur in the income of Pubco beyond 12 months after the Business Combination.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Basis of Presentation

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP as Forge Nano was determined to be the accounting acquirer, primarily due to the fact that Forge Nano Stockholders continue to control Pubco following the consummation of the Business Combination. Under this method of accounting, although ATII acquired all of the outstanding equity interests of Forge Nano in the Business Combination, ATII was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Forge Nano issuing stock for the net assets of ATII, accompanied by a recapitalization. The net assets of ATII were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of Forge Nano.

The unaudited pro forma condensed combined balance sheet as of June 30, 2026, assumes that the Business Combination and related transactions occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025, present pro forma effect to the Business Combination as if it had been completed on January 1, 2025, the beginning of the earliest periods presented.

The unaudited pro forma condensed combined balance sheet as of June 30, 2026, has been prepared using, and should be read in conjunction with, the following:

· ATII’s unaudited balance sheet as of June 30, 2026 and the related notes for the six months ended June 30, 2026, included in the Proxy Statement/Prospectus and incorporated herein by reference; and

· Forge Nano’s unaudited consolidated balance sheet as of June 30, 2026 and the related notes for the six months ended June 30, 2026, included in the Proxy Statement/Prospectus and incorporated herein by reference.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026, has been prepared using, and should be read in conjunction with the following:

· ATII’s unaudited statement of operations for the six months ended June 30, 2026 and the related notes, included in the Proxy Statement/Prospectus and incorporated herein by reference; and

· Forge Nano’s unaudited consolidated statement of operations for the six months ended June 30, 2026, and the related notes, included in the Proxy Statement/Prospectus and incorporated herein by reference.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, has been prepared using, and should be read in conjunction with, the following:

· ATII’s audited statement of operations for the year ended December 31, 2025, and the related notes, included in the Proxy Statement/Prospectus and incorporated herein by reference; and

· Forge Nano’s audited consolidated statement of operations for the year ended December 31, 2025, and the related notes, included in the Proxy Statement/Prospectus and incorporated herein by reference.

As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that ATII believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. ATII believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of Pubco would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Pubco. They should be read in conjunction with the historical financial statements and notes thereto of ATII and Forge Nano.

Accounting Policies

Upon consummation of the Business Combination, management of Pubco performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management of Pubco did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the Transaction Accounting Adjustments and present the Management’s Adjustments. ATII has elected not to present Management’s Adjustments and is only presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to include all necessary Transaction Accounting Adjustments pursuant to Article 11 of Regulation S-X, including those that are not expected to have a continuing impact.

The unaudited and audited historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to Transaction Accounting Adjustments that reflect the accounting for the transaction under GAAP. Forge Nano and ATII have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma combined statements of operations do not reflect a provision for income taxes or any amounts that would have resulted had Pubco filed consolidated income tax returns during the periods presented. The pro forma condensed combined balance sheet does not reflect the deferred taxes of Pubco as a result of the Business Combination. Since it is likely that Pubco will record a valuation allowance against the total U.S. and state deferred tax assets given the net operating losses as the recoverability of the tax assets is uncertain, the tax provision is zero.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of Pubco Common Stock outstanding, assuming the Business Combination occurred on January 1, 2025.

(in thousands, except share and per share data)		As of June 30, 2026
Net loss		$	(33,897	)
Stockholders’ deficit			(685,144	)
Weighted average shares outstanding of common stock(1)			128,655,585
Net loss per common share, basic and diluted		$	(0.26	)
Book deficit per share		$	(5.33	)

(1) For the purposes of calculating diluted earnings per share, all (i) the 11,500,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants that were originally issued as ATII Public Warrants as part of the ATII Public Units in the IPO, (ii) the 420,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants that were originally issued as ATII Private Warrants as part of the ATII Private Units issued in a private placement that closed simultaneously with the closing of the IPO, (iii) the 7,031,175 shares of Pubco Common Stock underlying the PIPE Pre-funded Warrants, (iv) the 15,000,000 shares of Pubco Common Stock underlying the PIPE Warrants, (v) the 10,000,000 shares of Pubco Common Stock underlying the Reset PIPE Warrants, (vi) the 5,000,000 shares of Pubco Common Stock underlying the Additional PIPE Warrants, (vii) the 421,792 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants, (viii) the 3,562,305 shares of Pubco Common Stock underlying the Pubco Ascent Warrants, (ix) the 11,959,924 shares of Pubco Common Stock underlying the Pubco Options, (x) the 8,744,864 shares of Pubco Common Stock underlying the Employee Earnout PSUs, or (xi) the 90,000,000 Earn-Out Shares, should have been assumed to have been exercised or issued. However, since this results in anti-dilution, the effect of such exercise or issuance was not included in calculation of diluted earnings per share.

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(ACQUISITION OF HzO)

Defined terms included below shall have the same meaning as terms defined and included in the definitive proxy statement/prospectus of Forge Nano Holdings, Inc. (formerly ATII Holdings, Inc.), dated September 22, 2026, 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, initially filed with the SEC on May 5, 2026 and declared effective by the SEC on September 22, 2026.

The following unaudited pro forma condensed combined financial information (acquisition of HzO) presents the consolidated balance sheet and statements of operations of the previously presented pro forma combined company, after giving effect to the acquisition of HzO pursuant to the term sheet dated February 24, 2026, between Forge Nano, Inc. and HzO, Inc. The unaudited pro forma condensed combined financial information (acquisition of HzO) is derived from and should be read in conjunction with:

· the unaudited pro forma condensed combined financial statements as of and for the six months ended June 30, 2026, included in the Proxy Statement/Prospectus and incorporated herein by reference;

· the unaudited pro forma condensed combined financial statements for the year ended December 31, 2025, included in the Proxy Statement/Prospectus and incorporated herein by reference;

· HzO’s unaudited consolidated financial statements as of and for the six months ended June 30, 2026, included in the Proxy Statement/Prospectus and incorporated herein by reference; and

· HzO’s audited consolidated financial statements for the year ended December 31, 2025, included in the Proxy Statement/Prospectus and incorporated herein by reference.

The accompanying unaudited pro forma condensed combined financial information (acquisition of HzO) has been prepared in accordance with Article 11 of Regulation S-X and reflects the impact of the probable acquisition of HzO on the previously presented pro forma combined financial information.

The unaudited pro forma condensed combined balance sheet (acquisition of HzO) and the unaudited pro forma condensed combined statements of operations (acquisition of HzO), referred to collectively as the unaudited pro forma condensed combined financial information (acquisition of HzO), were prepared using the acquisition method of accounting for the acquisition of HzO. Under this method of accounting, which is in accordance with Accounting Standards Codification 805 — Business Combinations (“ASC 805”) under generally accepted accounting principles in the United States (“U.S. GAAP”), Forge Nano is the accounting acquirer of HzO and the purchase price for HzO is allocated to the underlying assets acquired and liabilities assumed based on their respective fair values, with any excess purchase price allocated to goodwill.

The unaudited pro forma condensed combined balance sheet (acquisition of HzO) reflects the estimated effects of the acquisition of HzO as if it had been completed on June 30, 2026, and the unaudited pro forma condensed combined statements of operations (acquisition of HzO) reflect the estimated effects of the acquisition of HzO as if it had been completed on January 1, 2025.

The unaudited pro forma condensed combined financial information (acquisition of HzO) has been presented for informational purposes only and is not necessarily indicative of what the combined financial position or results of operations would have been had the acquisition of HzO been completed as of the date indicated. In addition, the unaudited pro forma condensed combined financial information (acquisition of HzO) does not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed combined financial information (acquisition of HzO) contains adjustments that are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes to the information presented in the unaudited condensed combined pro forma financial information (acquisition of HzO). The assumptions underlying the pro forma adjustments are described in greater detail in the accompanying notes to the unaudited pro forma condensed combined financial information (acquisition of HzO).

Additional information about the basis of presentation of this information is provided in “Note 2. Basis of Presentation” hereto.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
ACQUISITION OF HzO
JUNE 30, 2026
(in thousands, except share and per share data)

		Existing Pro Forma Combined				HzO (Historical)				Transaction Accounting Adjustments				Updated Pro Forma Combined
Assets
Current assets
Cash and cash equivalents		$	140,717			$	2,436			$	—			$	143,153
Restricted cash and cash equivalents			1,026				—				—				1,026
Accounts receivable - net of allowance for credit losses			1,622				1,405				—				3,027
Contract assets - unbilled accounts receivable			6,822				—				—				6,822
Inventory			4,515				924				—				5,439
Prepaid expenses and other current assets			4,549				568				—				5,117
Total Current Assets			159,251				5,333								164,584
Property and equipment - net			23,962				2,749				5,267		(B)		31,978
Goodwill			3,124				8,079				11,372		(B)		22,575
Intangible asset - net			1,487				970				26,230		(B)		28,687
Restricted cash and cash equivalents			56				—				—				56
Right-of-use operating lease assets			65,270				2,335				—				67,605
Non-marketable equity securities			—				15,000				(15,000	)	(A)		—
Other assets			—				424				—				424
Deposits			2,993				—				—				2,993
Total Assets		$	256,143			$	34,890			$	27,869			$	318,902
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable		$	3,638			$	1,035			$	200		(C)	$	4,873
Current portion of operating lease liabilities			1,151				990				—				2,141
Contract liabilities - deferred revenue			3,526				398				—				3,924
Provision for loss on contract			752				—				—				752
Accrued and other current liabilities			6,432				1,527				—				7,959
Current portion of debt – net of discount			10,488				—				—				10,488
Unfavorable leasehold interest			—				—				74		(B)		74
Current portion of notes payable			—				23								23
Embedded derivative liability			—				50,881				(50,881	)	(A)		—
Convertible promissory notes, net of discount			—				15,255				(15,255	)	(A)		—
Warrant liability			—				2,067				(2,067	)	(A)		—
Total Current Liabilities			25,987				72,176				(67,929	)			30,234
Operating lease liabilities			64,864				1,555				—				66,419
Due to Sundew Technologies, LLC			2,809				—				—				2,809
Warrant liabilities			143,174				—				—				143,174
Other liabilities			—				141				—				141
Long-term notes payable, net of current portion			—				2,016				(2,000	)	(B)		16
Earn-out Shares liability			704,453				—				—				704,453
Total Liabilities			941,287				75,888				(69,929	)			947,246
Stockholders’ Deficit
Pubco Common Stock			13				—				1		(B)		14
Convertible preferred stock, $0.001 par value, 49,086,791,753 shares authorized; 28,014,564,020 shares issued and outstanding			—				28,015				(28,015	)	(B)		—
Common stock, $0.001 par value, 33,588,600,000 shares authorized; 44,824,953 shares issued and outstanding			—				45				(45	)	(B)		—
Additional paid-in capital			—				291,374				83,203		(A)		56,999
											(317,578	)	(B)
Accumulated deficit			(685,157	)			(361,111	)			361,111		(B)		(685,357	)
											200		(C)
Other comprehensive income			—				679				(679	)	(B)		—
Total Stockholders’ Deficit			(655,144	)			(40,998	)			97,798				(628,344	)
Total Liabilities and Stockholders’ Deficit		$	256,143				34,890				27,869				318,902

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
ACQUISITION OF HzO
FOR THE SIX MONTHS ENDED JUNE 30, 2026
(in thousands, except share and per share data)

		Existing Pro Forma Combined				HzO (Historical)				Transaction Accounting Adjustments				Updated Pro Forma Combined
Net Sales
Tool manufacturing and related services		$	3,136			$	—			$	—			$	3,136
Coating services			614				—				—				614
Battery manufacturing			351				—				—				351
Revenue - HzO			—				3,400				—				3,400
Total Net Sales			4,101				3,400				—				7,501
Cost of Sales
Tool manufacturing and related services			4,394				—				—				4,394
Coating services			2,666				—				—				2,666
Battery manufacturing			139				—				—				139
Cost of revenue - HzO			—				3,436				—				3,436
Total Cost of Sales			7,199				3,436				—				10,635
Gross loss			(3,098	)			(36	)			—				(3,134	)
Operating Expenses
General and administrative expenses			22,042				4,286				508		(AA)		28,656
											1,820		(BB)
Sales and marketing			—				699				—				699
Research and development			—				408				—				408
Total operating expenses			22,042				5,393				2,328				29,763
Operating Loss			(25,140	)			(5,429	)			(2,328	)			(32,897	)
Other income (expense)
Interest earned on cash in bank account			19				—				—				19
Interest income			220				—				—				220
Grant income			1,819				—				—				1,819
Other income (expense)			70				(257	)			—				(187	)
Interest expense, change in fair value, and amortization of debt discount			(10,866	)			(4,753	)			—				(15,619	)
Foreign currency gain			—				754				—				754
Embedded derivative loss			—				(43,425	)			43,425		(EE)		—
Other expense			(19	)			—				—				(19	)
Total other expense, net			(8,757	)			(47,681	)			43,425				(13,013	)
Loss before provision for income taxes			(33,897	)			(53,110	)			41,097				(45,910	)
Provision for income taxes			—				70				(70	)	(CC)		—
Net loss		$	(33,897	)		$	(53,180	)		$	41,167			$	(45,910	)
Weighted average number of shares outstanding, basic and diluted issued and outstanding															134,155,585
Net loss per share, basic and diluted															(0.34	)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
ACQUISITION OF HzO
FOR THE YEAR ENDED DECEMBER 31, 2025
(in thousands, except share and per share data)

		Existing Pro Forma Combined				HzO (Historical)				Transaction Accounting Adjustments				Updated Pro Forma Combined
Net Sales
Tool manufacturing and related services		$	4,625			$	—			$	—			$	4,625
Coating services			1,429				—				—				1,429
Battery manufacturing			1,334				—				—				1,334
Revenue - HzO			—				4,842				—				4,842
Total Net Sales			7,388				4,842				—				12,230
Cost of Sales
Tool manufacturing and related services			6,239				—				—				6,239
Coating services			3,921				—				—				3,921
Battery manufacturing			1,085				—				—				1,085
Cost of revenue - HzO			—				6,379				—				6,379
Total Cost of Sales			11,245				6,379				—				17,624
Gross loss			(3,857	)			(1,537	)			—				(5,394	)
Operating Expenses
General and administrative expenses			42,981				8,706				532		(AA)		56,060
											3,641		(BB)
											200		(DD)
Sales and marketing			—				2,023				—				2,023
Research and development			—				1,007				—				1,007
Total operating expenses			42,981				11,736				4,373				59,090
Operating Loss			(46,838	)			(13,273	)			(4,373	)			(64,484	)
Other income (expense)
Interest earned on cash in bank account			62				—				—				62
Interest income			637				—				—				637
Grant income			7,062				—				—				7,062
Other income (expense)			865				(3,502	)			—				(2,637	)
Interest expense, change in fair value, and amortization of debt discount			(6,515	)			(438	)			—				(6,953	)
Foreign currency gain			—				1,344				—				1,344
Other expense			(578	)			—				—				(578	)
Total other income (expense), net			1,533				(2,596	)			—				(1,063	)
Loss before provision for income taxes			(45,305	)			(15,869	)			(4,373	)			(65,547	)
Provision for income taxes			—				(240	)			240		(CC)		—
Net loss		$	(46,305	)		$	(15,629	)		$	(4,613	)		$	(65,547	)
Weighted average number of shares outstanding, basic and diluted issued and outstanding															134,155,585
Net loss per share, basic and diluted															(0.49	)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(ACQUISTION OF HzO)

Note 1. Description of the Transaction

HzO, Inc. is a provider of parylene-based thin-film coating solutions that protect electronic components from moisture, corrosion and other environmental damage, with operations in the United States, Mexico and Asia. Forge Nano and HzO have entered into a term sheet pursuant to which Forge Nano would acquire 100% of the fully diluted equity of HzO for total consideration of $55 million, payable in equity and subject to customary adjustments, and the parties are negotiating a definitive merger agreement. The acquisition is expected to close following the closing of the Business Combination. HzO’s coating capabilities are complementary to Forge Nano’s ALD platform and are expected to expand the combined company’s environmental barrier protection offerings. The above proformas and below discussion are being disclosed because the consummation of the proposed transaction has been deemed to be probable and it exceeds the income significant tests as defined in Rule 1-02(w) of Regulation S-X.

Note 2. Basis of Presentation

The accompanying unaudited pro forma condensed combined financial information (acquisition of HzO) and related notes were prepared pursuant to Article 11 of SEC Regulation S-X.

The unaudited pro forma condensed combined statements of operations (acquisition of HzO) for the six months ended June 30, 2026, and for the year ended December 31, 2025, combine the unaudited pro forma condensed combined statements of operations and HzO’s historical unaudited and audited consolidated statements of operations, giving effect to the acquisition of HzO as if it had been completed on January 1, 2025. The accompanying unaudited pro forma condensed combined balance sheet (acquisition of HzO) as of June 30, 2026, combines the unaudited pro forma condensed combined balance sheet and HzO’s historical unaudited consolidated balance sheet, giving effect to the acquisition of HzO as if it had been completed on June 30, 2026.

Both the unaudited pro forma condensed combined financial information and HzO’s financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars.

The pro forma adjustments presented in this unaudited pro forma condensed combined financial information (acquisition of HzO) represent management’s preliminary estimates based on information available as of the date of the Proxy Statement/Prospectus and such estimates are subject to revision as further information is obtained. Accordingly, the pro forma adjustments for the acquisition of HzO are preliminary and subject to further adjustment as additional information becomes available and the various analyses and other valuations are performed. Any adjustments may have a significant effect on the unaudited pro forma condensed combined financial information (acquisition of HzO) presented herein and such adjustments may be significant.

The assumptions underlying the pro forma adjustments are described in the accompanying notes to this unaudited pro forma condensed combined financial information (acquisition of HzO).

The unaudited pro forma condensed combined financial information (acquisition of HzO) may not be indicative of future performance and does not necessarily reflect what the financial position and results of operations would have been had this transaction occurred at the beginning of the periods presented.

Further, the unaudited pro forma condensed combined financial information (acquisition of HzO) does not purport to project the future operating results or financial position following the completion of the acquisition of HzO. Additionally, the unaudited pro forma condensed combined financial information (acquisition of HzO) does not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to the acquisition of HzO, nor does it reflect any costs or expenditures that may be required to achieve any possible synergies.

Forge Nano will finalize the accounting for the acquisition of HzO as soon as practicable within the measurement period, but in no event later than one year from the closing date, in accordance with ASC 805.

Forge Nano performed a preliminary review of HzO’s accounting policies to determine whether any adjustments were necessary to ensure comparability in the unaudited pro forma condensed combined financial information (acquisition of HzO). Currently, Forge Nano is not aware of any material differences between the accounting policies of the Forge Nano and HzO that would continue to exist subsequent to the application of acquisition accounting.

Note 3. Estimated Purchase Price Consideration and Preliminary Allocation

Purchase Price Consideration

The estimated preliminary purchase price consideration transferred or estimated to be transferred for the acquisition of HzO is approximately $57.0 million. The following table summarizes the components of the preliminary purchase price consideration reflected in the unaudited pro forma condensed combined financial information (acquisition of HzO):

(in thousands)
Purchase Price Consideration
Base purchase price		$	55,000
Plus: closing cash			2,436
Less: closing debt			-436
Less: deemed loan payoff amount			-2,000
Plus: preexisting relationship related to Forge Nano debt			2,000
Total			57,000

Preliminary Allocation of Purchase Price Consideration to Assets Acquired and Liabilities Assumed

The fair values of the assets and liabilities in the unaudited pro forma condensed combined financial information (acquisition of HzO) are based upon a preliminary assessment of fair value and may change when the final valuation of assets acquired, and liabilities assumed has been prepared, as well as working capital settlements are made. Valuation assessments of specifically identifiable tangible and intangible assets, including the determination of their economic useful lives, have been performed based on currently available information and assumptions as of the closing date; however, these assessments remain preliminary and subject to change during the measurement period.

Forge Nano expects to finalize the purchase price allocation as soon as practicable, but no later than one year from the closing date. As such, the purchase price allocation may change. There can be no assurance that such revisions will not result in material changes.

The preliminary allocation of the purchase price consideration is as follows:

(in thousands)
Cash and cash equivalents		$	2,436
Accounts receivable - net of allowance for credit losses			1,405
Inventory			924
Prepaid expenses and other current assets			568
Total current assets			5,333
Property and equipment			8,016
Intangible asset			27,200
Right-of-use operating lease assets			2,335
Other assets			424
Total assets acquired		$	43,308
Accounts payable		$	1,035
Current portion of operating lease liabilities			990
Accrued and other current liabilities			1,527
Deferred revenue			398
Current portion of notes payable			23
Unfavorable leasehold interest			74
Total current liabilities			4,047
Operating lease liabilities			1,555
Long-term notes payable, net of current portion			16
Other liabilities			141
Total liabilities assumed		$	5,759
Net identifiable assets acquired		$	37,349
Goodwill			19,451
Total consideration to be transferred		$	57,000

Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet (Acquisition of HzO) as of June 30, 2026

The following describes the adjustments to the unaudited pro forma condensed combined balance sheet (acquisition of HzO) as of June 30, 2026:

A. Non-marketable equity security represents shares of Forge Nano which will be converted into shares of Pubco Common Stock at the closing of the Business Combination. These shares will be received into treasury and are expected to be cancelled upon the consummation of the HzO acquisition. The convertible notes, along with their associated warrants, will be converted prior to the closing of the transaction and exchanged for Pubco Common Stock. Accordingly, these assets and liabilities were excluded from the preliminary analysis.

B. Represents the preliminary purchase price allocation.

C. Represents the accrual for estimated additional non-recurring transaction related costs of $0.2 million, primarily consisting of professional fees, not reflected in the historical financial information and estimated to be incurred subsequent to June 30, 2026.

Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Income Statements (Acquisition of HzO)

The following describes the adjustments to the unaudited pro forma condensed combined statements of operations (acquisition of HzO) for the six months ended June 30, 2026, and for the year ended December 31, 2025:

AA. Represents a net increase in depreciation expense on a straight-line basis based on the preliminary step-up in fair value of the property and equipment and the respective assigned estimated useful lives.

BB. Represents the pro forma adjustment to record amortization expense based on the preliminary fair value of identified intangible assets.

CC. Reflects an adjustment to eliminate historical income tax expense related to HzO.

DD. Represents the accrual for estimated additional non-recurring transaction related costs of $0.2 million, primarily consisting of professional fees, not reflected in the historical financial information and estimated to be incurred subsequent to June 30, 2026.

EE. Reflects an adjustment to eliminate historical embedded derivative loss related to HzO.

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