Forge Nano Holdings, Inc. filed a Form 8-K on October 27, 2026, reporting the consummation of its business combination with Archimedes Tech SPAC Partners II Co. and the closing of related mergers on October 22, 2026.

Key Highlights

  • Business Combination closed: The Company Mergers were consummated on October 22, 2026, following shareholder approval at an extraordinary general meeting held October 16, 2026.
  • Exchange ratio of approximately 28.5 to 1: Each share of Forge Nano Common Stock was cancelled and converted into the applicable pro rata portion of Closing Payment Shares at an exchange ratio calculated as of the First Effective Time of approximately 28.5 to 1.
  • 90,000,000 shares issued: The company issued an aggregate of 90,000,000 shares in connection with the transaction, according to the filing.
  • Domestication Merger completed October 21, 2026: ATII re-domiciled and became a Delaware corporation by merging with and into Pubco, with the surviving entity renamed Forge Nano Holdings, Inc.
  • Warrants converted at $11.50 exercise price: Each whole ATII Warrant outstanding and unexercised converted automatically into a warrant to acquire one share of Pubco Common Stock at a purchase price of $11.50 per share.
  • Listed on Nasdaq: Common stock trades under the symbol NANO and warrants under NANOW, both on NASDAQ, as stated on the filing's cover page (NASDAQ:NANO, NASDAQ:NANOW).

Forge Nano Holdings Emerges from SPAC Transaction With Delaware Incorporation

According to the filing, the business combination originated with a Merger Agreement entered into on April 20, 2026, among Archimedes Tech SPAC Partners II Co. (ATII), ATII Holdings Inc. (Pubco), two merger subsidiaries, and Forge Nano, Inc. The transaction proceeded in two stages: a Domestication Merger on October 21, 2026, in which ATII merged with and into Pubco and ceased to exist as a Cayman Islands exempted company, and Company Mergers that closed on October 22, 2026.

The filing describes that at the Domestication Merger Effective Time, each outstanding ATII Ordinary Share was cancelled in exchange for one share of Pubco Common Stock, par value $0.0001 per share, and each whole ATII Warrant converted into a warrant to acquire one share of Pubco Common Stock at a purchase price of $11.50 per share, pursuant to the Warrant Agreement dated February 10, 2025. Prior to that, each outstanding ATII Unit separated automatically into one ATII Ordinary Share and one-half of one ATII Warrant.

In the First Company Merger, Merger Sub I merged with and into Forge Nano, with Forge Nano surviving as a wholly-owned subsidiary of the company. The filing states that each share of Forge Nano Preferred Stock was first converted into Forge Nano Common Stock under Forge Nano's organizational documents, and each resulting share of Forge Nano Common Stock was then cancelled and converted into the right to receive the applicable pro rata portion of the Closing Payment Shares at the exchange ratio of approximately 28.5 to 1. Outstanding Forge Nano Options were converted into Pubco Options, Forge Nano Warrants were assumed and became Pubco Forge Nano Warrants, and Forge Nano Ascent Options held by Ascent Funds International Management LLC or its affiliates were cancelled and converted into Pubco Ascent Warrants. The filing also reports that the company issued an aggregate of 90,000,000 shares in connection with the transaction.

What Was Disclosed

This Form 8-K reports the October 21-22, 2026 closing of the business combination between ATII and Forge Nano, Inc., the resulting formation of Forge Nano Holdings, Inc. as a Delaware corporation, and the conversion terms applied to shares, warrants, and options of both predecessor entities.