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AI brief of an SEC Form 8-K · Forge Nano Holdings, Inc. (NANO)

Forge Nano closes merger with ATII Holdings, raising $123 million in PIPE financing

Mixed Impact 5 of 5 m&a Written later

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.

Key points

  • 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.

The filing

CompanyForge Nano Holdings, Inc. (NANO)
Form8-K, current report
Filed with the SECOct 27, 2026, 4:30 PM ET
Accession number0001104659-26-119178

Items reported: 1.01 Material Definitive Agreement2.01 Acquisition or Disposition Completed3.01 Delisting / Listing Rule Notice3.02 Unregistered Equity Sale3.03 Change to Shareholder Rights5.01 Change in Control5.02 Director / Officer Change5.03 Bylaw / Charter Amendment5.05 Code of Ethics Change5.06

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 11:48 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on October 27, 2026.

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.