Every material Form 8-K Forge Nano Holdings, Inc. has filed with the SEC since October 21, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Forge Nano Holdings said it completed its merger with HzO, Inc. on November 4, 2026, with HzO surviving as a wholly owned subsidiary. HzO stockholders were issued Forge Nano common stock as consideration, and part of that stock is held back for twelve months to secure post-closing adjustments and indemnification. The filing adds dilution from the new shares, but it does not provide HzO financial results or the effect on Forge Nano's earnings.
Merger consideration is based on a $55.0 million base purchase price, plus or minus closing cash, working capital, indebtedness and expense adjustments, divided by $10.00 per share.
Forge Nano issued 5,772,645 shares at the Effective Time, with 1,533,795 Holdback Shares held back for twelve months.
Shares received by HzO stockholders are locked up until the earlier of six months after the Effective Time or when the stock closes at or above $12.00 for 20 of 30 trading days.
HzO's CFO Jason Savod and President and COO Rachael Lerebours signed employment agreements with Forge Nano effective after the Effective Time.
Forge Nano Holdings announced on November 5, 2026 that it has completed its acquisition of HZO, Inc., a Morrisville, North Carolina provider of protective coatings for electronics. The all-stock deal involves about 7.3 million Forge Nano shares, with HZO operating as a wholly owned subsidiary. For shareholders, the filing discloses share issuance and dilution but no financial results or deal value.
Forge Nano acquired all outstanding HZO equity in an all-stock transaction for about 7.3 million common shares, subject to customary post-closing adjustments.
About 5.8 million shares are issued at closing, and about 1.5 million shares are held back for twelve months to secure post-closing adjustment and indemnification obligations.
Net issuance is about 5.1 million shares after accounting for about 2.2 million HZO shares held by HZO before closing.
HZO will operate as a wholly owned subsidiary under the HZO brand, led by President Rachael Lerebours.
On October 21, 2026, Forge Nano completed its business combination with ATII Holdings, Inc., and ATII was renamed Forge Nano Holdings, Inc. Shareholders now hold a public company with 128,655,585 shares outstanding, and Forge Nano's former stockholders hold about 90.2% of them before dilutive securities. The filing also includes up to 90,000,000 earn-out shares and a $704.5 million earn-out liability, which may cause large non-cash gains or losses.
Business combination closed October 21, 2026; ATII re-domiciled to Delaware and was renamed Forge Nano Holdings, Inc.
PIPE financing: $100,000,000 from an initial investor plus $23,000,000 from additional investors, at $10.00 per share for common stock.
128,655,585 shares outstanding after closing; Forge Nano stockholders hold 90.2%, excluding dilutive securities.
Up to 90,000,000 earn-out shares, released in 30,000,000-share tranches at VWAP of $15.00, $20.00 and $25.00 or revenue of $400 million, $600 million and $800 million.
Forge Nano completed its business combination with Archimedes Tech SPAC Partners II Co. (ATII), and the combined company is renamed Forge Nano Holdings, Inc. Its common stock and warrants are expected to begin trading on Nasdaq under NANO and NANOW on October 22, 2026. Holders of 22,219,068 public ATII shares redeemed them for about $238.4 million in cash, so shareholders should note that the trust balance was substantially reduced, with about $8.4 million remaining.
Business combination closed; shareholders of ATII approved it at the extraordinary general meeting held October 16, 2026.
Common stock and warrants expected to trade on Nasdaq as NANO and NANOW starting October 22, 2026.
Holders of 22,219,068 ATII public shares redeemed at about $10.73 per share, or about $238.4 million in aggregate.
About $8.4 million remained in the trust account immediately before closing; the filing contains no revenue or profit figures.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Forge Nano Holdings, Inc. filing is on SEC EDGAR ↗. 8-K briefs of other companies →