Forge Nano director acquires 91,987 common shares

Each of the 1,250 replacement warrants is exercisable for one common share at $11.50 per share.

Rhea-AI Filing Summary

Forge Nano Holdings, Inc. director Ben Landen reported acquiring 91,987 common shares and 1,250 private placement warrants on October 22, 2026, through exchanges connected with the business combination. The common shares were received in exchange for ATII ordinary shares; the warrants were exchanged for an equal number of issuer warrants, each exercisable for one common share at $11.50 per share. Reported direct holdings after the transactions were 91,987 common shares and 1,250 warrants.

Insider Trade Summary

Grant/Award: 93,237 shares

Grant/Award 2 txns

Insider Landen Ben

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Private Placement Warrants (right to buy) F2	1,250	--	--
Grant/Award	Common Stock, par value $0.0001 per share F1	91,987	--	--

Holdings After Transaction: Private Placement Warrants (right to buy) — 1,250 contracts (Direct); Common Stock, par value $0.0001 per share — 91,987 shares (Direct)

Footnotes (2)

1. F1. Received in exchange for ordinary shares of Archimedes Tech SPAC Partners II Co. ("ATII") in connection with the merger of ATII with and into the Issuer (the "Domestication Merger") as part of the Issuer's business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger dated April 20, 2026, by and among ATII, the Issuer (f/k/a ATII Holdings Inc.), ATII Merger Sub Inc., ATII Merger Sub II, LLC and Forge Nano, Inc.
2. F2. Represents private placement warrants of ATII, each exercisable for one ordinary share at $11.50 per share, that were exchanged in the Domestication Merger for an equal number of warrants of the Issuer, each exercisable for one share of Common Stock at $11.50 per share.

Key Figures

Common shares acquired: 91,987 shares Private placement warrants acquired: 1,250 warrants Warrant exercise price: $11.50 per share +1 more

4 metrics

Common shares acquired 91,987 shares October 22, 2026; direct holdings following the transaction were 91,987 shares

Private placement warrants acquired 1,250 warrants October 22, 2026; direct holdings following the transaction were 1,250 warrants

Warrant exercise price $11.50 per share Each warrant is exercisable for one common share

Shares underlying each warrant 1 common share Per private placement warrant

Key Terms

private placement warrants, Domestication Merger, Business Combination

3 terms

private placement warrants financial

"Represents private placement warrants of ATII"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

Domestication Merger technical

"in connection with the merger of ATII with and into the Issuer (the "Domestication Merger")"

Business Combination technical

"as part of the Issuer's business combination (the "Business Combination")"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

FAQ

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

How many NANO shares did director Ben Landen acquire?

Ben Landen acquired 91,987 common shares on October 22, 2026, in exchange for ordinary shares of Archimedes Tech SPAC Partners II Co. Reported direct holdings after the transaction were 91,987 common shares.

What warrants did Ben Landen acquire in the NANO transaction?

Ben Landen acquired 1,250 private placement warrants in exchange for an equal number of Archimedes Tech SPAC Partners II Co. warrants. Each issuer warrant is exercisable for one common share at $11.50 per share; reported direct holdings after the transaction were 1,250 warrants.

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

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Available on EDGAR 10/26/2026 - 09:32 PM EDT Accepted by SEC EDGAR 10/26/2026 - 09:31 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Landen Ben

(Last) (First) (Middle)

C/O FORGE NANO HOLDINGS, INC.

12300 GRANT STREET, SUITE 110

(Street)

THORNTON COLORADO 80241

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Forge Nano Holdings, Inc. [ NANO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	10/22/2026		A		91,987	A	(1)	91,987	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Private Placement Warrants (right to buy)	$11.5(2)	10/22/2026		A		1,250		(2)	(2)	Common Stock	1,250	(2)	1,250	D

Explanation of Responses:

1. Received in exchange for ordinary shares of Archimedes Tech SPAC Partners II Co. ("ATII") in connection with the merger of ATII with and into the Issuer (the "Domestication Merger") as part of the Issuer's business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger dated April 20, 2026, by and among ATII, the Issuer (f/k/a ATII Holdings Inc.), ATII Merger Sub Inc., ATII Merger Sub II, LLC and Forge Nano, Inc.

2. Represents private placement warrants of ATII, each exercisable for one ordinary share at $11.50 per share, that were exchanged in the Domestication Merger for an equal number of warrants of the Issuer, each exercisable for one share of Common Stock at $11.50 per share.

	/s/ Michael Kleinberg, as Attorney-in-fact for Ben Landen	10/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)