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.
Forge Nano Holdings, Inc. (NANO) Chief Legal Counsel Curtis J. Zimmermann reported direct acquisitions of stock options and performance stock units on October 22, 2026. The stock options originated under Forge Nano, Inc.’s 2017 Equity Incentive Plan and were converted in connection with the business combination. Reported option tranches include 308,608 and 26,358 options at $0.56 per share, 19,946 at $1.03, 170,603 at $1.33, and 12,823 and 25,361 at $2.94. The awards also include 321,601 and 101,176 performance stock units, with vesting tied to specified stock-price or revenue milestones; continued service applies to the 101,176-unit award.
Forge Nano Holdings, Inc. (NANO) reports that Shane Smith, Pres. of Forge Battery, Inc., acquired 284,957 stock options and 641,153 performance stock units on October 22, 2026.
The options, from Forge Nano, Inc.’s 2017 Equity Incentive Plan, were converted into options for Forge Nano Holdings common stock in connection with the Business Combination and are exercisable following closing. They have a $2.94 exercise price. 25% vest March 31, 2027, and the remaining 75% vest in 36 substantially equal monthly installments, subject to continued service. Each performance stock unit represents one common share. One-third vesting applies at each paired threshold: common-stock VWAP of $15.00, $20.00, or $25.00 per share over any 30 trading day period, or preceding twelve-month revenue of $400 million, $600 million, or $800 million, respectively. Continued service is required through each applicable vesting event.
Forge Nano Holdings, Inc. director Jimmy D. Smith acquired 130,282 common shares on October 22, 2026, as consideration for shares of Forge Nano, Inc. common stock in connection with the business combination. He also received 97,713 earn-out shares. Each one-third portion vests if the Common Stock VWAP equals or exceeds $15.00 per share over any 30 trading day period or the issuer’s preceding-twelve-month revenue equals or exceeds $400,000,000; the corresponding thresholds for the next two thirds are $20.00 per share or $600,000,000 and $25.00 per share or $800,000,000, respectively. Reported direct holdings following the respective transactions were 130,282 common shares and 97,713 earn-out shares.
Forge Nano Holdings, Inc. director Millicent W. Pitts acquired 130,282 common shares as consideration for Forge Nano, Inc. shares in connection with the business combination and was granted 97,713 earn-out shares on October 22, 2026. Each one-third portion of the earn-out shares will vest if the common-stock VWAP equals or exceeds $15.00, $20.00, or $25.00 per share over any 30 trading day period, respectively, or if issuer revenue for the preceding twelve months equals or exceeds $400,000,000, $600,000,000, or $800,000,000, respectively.
Forge Nano Holdings, Inc. reports that Chief Executive Officer Paul Robert Lichty acquired 15,644,258 common shares as consideration for his Forge Nano, Inc. shares in connection with the Business Combination. On October 22, 2026, he also received options under the 2017 Equity Incentive Plan, including 32,770 options at a $0.62 exercise price and 646,995 at $1.13, plus 11,733,192 earn-out shares and performance stock units. The earn-out shares and units vest in thirds at stated stock-price or trailing-revenue thresholds; certain options vest in monthly installments subject to continued service.
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.
Forge Nano Holdings, Inc. Chief Financial Officer Michael A. Kleinberg reported direct equity awards and a common-stock acquisition dated October 22, 2026. He received 19,719 common shares as consideration for Forge Nano, Inc. shares in the Business Combination. Six stock-option awards under Forge Nano's 2017 Equity Incentive Plan cover 370,444 shares at a $0.3700 exercise price, 26,358 at $0.5600, 25,076 at $1.0300, 441,597 at $1.3300, and 17,382 and 34,194 at $2.9400 per share.
The awards also include 14,790 earn-out shares and performance stock units for 464,386 and 221,905 shares. Each third vests if Common Stock VWAP equals or exceeds $15.00, $20.00 or $25.00 per share over any 30 trading day period, or preceding-twelve-month revenue equals or exceeds $400,000,000, $600,000,000 or $800,000,000, respectively. The 221,905-unit award also requires continued service. For four option awards, the 25% tranche and remaining 75% follow schedules that include 36 substantially equal monthly installments, subject to continued service.
Forge Nano Holdings, Inc. (NANO) director David A. Goggins reported acquiring 130,282 common shares on October 22, 2026, as consideration for shares of Forge Nano, Inc. in connection with the business combination. He also received 97,713 earn-out shares. The earn-out shares vest in thirds if the Common Stock’s VWAP equals or exceeds $15.00, $20.00 or $25.00 per share over any 30 trading day period, or if revenue for the preceding twelve months equals or exceeds $400 million, $600 million or $800 million, respectively. His reported resulting positions were 130,282 common shares and 97,713 earn-out shares.