Forge Nano Holdings, Inc. filed a Form 10-Q with the SEC for the quarterly period ended September 30, 2026, covering the pre-Business Combination financial results of the shell holding company formerly known as ATII Holdings Inc., filed November 13, 2026.

Key Highlights

  • Business Combination closed October 22, 2026: The company disclosed that the merger between Archimedes Tech SPAC Partners II Co. and Forge Nano, Inc. was consummated on October 22, 2026, subsequent to the period covered by the report.
  • PIPE subscription expense of $100,000,000: The filing reported a PIPE subscription expense of $100,000,000 recognized during the nine months ended September 30, 2026.
  • Net loss of $100,559,904 for nine months: The company reported a net loss of $100,559,904 for the nine months ended September 30, 2026, driven primarily by the PIPE subscription expense and fair value changes.
  • Third-quarter net income of $37,502,040: For the three months ended September 30, 2026, the company reported net income of $37,502,040, primarily reflecting a gain on change in fair value of the PIPE subscription derivative liability of $37,522,000.
  • Total liabilities of $100,560,563: As of September 30, 2026, total liabilities stood at $100,560,563, compared to $659 at December 31, 2025, with the PIPE subscription derivative liability of $100,420,000 representing the largest component.
  • 224,428,230 shares outstanding as of November 9, 2026: Following the Business Combination, the registrant reported 224,428,230 shares of common stock outstanding as of November 9, 2026.
  • Zero cash throughout the period: The filing showed cash of $0 at both the beginning and end of the nine-month period, with net cash used in operating activities also reported as $0.

ATII Holdings Shell Company Results Before the Forge Nano Merger Close

According to the filing, ATII Holdings Inc. was incorporated in Delaware on December 4, 2025, solely to facilitate the Business Combination. The Merger Agreement was dated April 20, 2026, and involved Archimedes Tech SPAC Partners II Co., ATII Holdings Inc., ATII Merger Sub Inc., ATII Merger Sub II, LLC, and Forge Nano, Inc. The Business Combination closed on October 22, 2026, at which point ATII Holdings Inc. was renamed Forge Nano Holdings, Inc. The quarterly report covers only the period ended September 30, 2026, and the company noted that "the information in this Quarterly Report does not reflect the consummation of the Business Combination, which occurred subsequent to the period covered hereunder."

The holding company's condensed balance sheet as of September 30, 2026, reflected total assets of $0 and a total stockholder's deficit of $100,560,563. The accumulated deficit grew from $659 at December 31, 2025 to $100,560,563 by September 30, 2026, largely due to the $100,000,000 PIPE subscription expense recorded in the second quarter. General and administrative expenses for the nine-month period totaled $139,904, with the parent funding those costs directly. The company disclosed that all general and administrative expenses were paid by the parent and recorded as a "Due to Parent" liability of $140,338 as of September 30, 2026.

The common stock structure during the period consisted of 100 shares authorized, issued, and outstanding at $0.0001 par value, resulting in weighted average shares of 100 for both the three- and nine-month periods. Basic and diluted net income per share for the three months ended September 30, 2026 was $375,020.40, while the basic and diluted net loss per share for the nine months was $(1,005,599.04). The filing noted that for unaudited condensed consolidated financial statements and management's discussion and analysis of Forge Nano, Inc. and ATII separately, readers should refer to Exhibits 99.1, 99.2, and 99.3 attached to the report. Common stock (NASDAQ:NANO) and warrants (NASDAQ:NANOW) are both listed on The Nasdaq Stock Market LLC.

What Was Disclosed

Forge Nano Holdings, Inc. disclosed its first quarterly report as a registered company, covering the shell holding entity's financials for the period ended September 30, 2026. The report reflects pre-Business Combination activity only, with the merger closing on October 22, 2026, after the period end.