Director Jimmy D. Smith filed a Form 4 with the SEC on October 26, 2026, disclosing the acquisition of 130,282 shares of common stock and 97,713 earn-out shares in Forge Nano Holdings, Inc. (NASDAQ:NANO) on October 22, 2026, in connection with the company's business combination.

Key Highlights

  • Shares acquired: Jimmy D. Smith received 130,282 shares of Common Stock, par value $0.0001 per share, on October 22, 2026, as consideration for shares of common stock of Forge Nano, Inc. held prior to the business combination.
  • Earn-out shares: Smith also received 97,713 earn-out shares on October 22, 2026, expiring October 22, 2031, subject to vesting conditions tied to stock price or revenue milestones.
  • Resulting ownership: Following the transactions, Smith directly beneficially owns 130,282 shares of common stock and 97,713 earn-out shares.
  • Transaction code: Both the common stock acquisition and the earn-out share grant are coded "A" (acquired), with no price paid stated for either.
  • Business combination context: The acquisitions arose from the Agreement and Plan of Merger dated April 20, 2026, among Archimedes Tech SPAC Partners II Co., the issuer (formerly ATII Holdings Inc.), ATII Merger Sub Inc., ATII Merger Sub II, LLC, and Forge Nano.

Smith's Share Acquisition Stems from Forge Nano SPAC Merger Closing

According to the filing, Jimmy D. Smith, a director of Forge Nano Holdings, Inc. (NASDAQ:NANO), acquired 130,282 shares of the company's Common Stock, par value $0.0001 per share, on October 22, 2026. The filing states that these shares were "received as consideration for shares of common stock of Forge Nano, Inc. in connection with the Issuer's business combination" pursuant to the Agreement and Plan of Merger dated April 20, 2026. The parties to that merger agreement included Archimedes Tech SPAC Partners II Co., the issuer (formerly known as ATII Holdings Inc.), ATII Merger Sub Inc., ATII Merger Sub II, LLC, and Forge Nano. No purchase price is listed for the common stock acquisition.

In addition to the common stock, the filing discloses that Smith received 97,713 earn-out shares, also on October 22, 2026, also coded as acquired and also at no stated price. These derivative securities are classified as "Earnout-shares" and expire on October 22, 2031. According to the filing, the earn-out shares vest in three equal tranches: one third vests if the volume-weighted average price (VWAP) of the common stock equals or exceeds $15.00 per share over any 30 trading day period, or if the issuer's revenue for the preceding twelve months equals or exceeds $400,000,000; one third vests at a VWAP of $20.00 or revenue of $600,000,000; and one third vests at a VWAP of $25.00 or revenue of $800,000,000.

The filing was signed by Michael Kleinberg as attorney-in-fact for Jimmy Smith on October 26, 2026. Smith is identified solely as a director of the issuer. All reported shares are held directly, and the form was filed by one reporting person.

What Was Disclosed

Director Jimmy D. Smith disclosed the acquisition of 130,282 shares of common stock and 97,713 earn-out shares of Forge Nano Holdings, Inc. on October 22, 2026, both received as part of the company's SPAC business combination closing under a merger agreement dated April 20, 2026.