Director David A. Goggins filed a Form 4 with the SEC on October 26, 2026, disclosing the acquisition of common stock and earn-out shares in Forge Nano Holdings, Inc. (NASDAQ:NANO) in connection with the company's business combination.

Key Highlights

  • Common stock acquired: David A. Goggins received 130,282 shares of Common Stock, par value $0.0001 per share, on October 22, 2026, as consideration for shares held in Forge Nano, Inc. prior to the business combination.
  • Earn-out shares granted: Goggins also received 97,713 earn-out shares on October 22, 2026, which vest based on stock price or revenue thresholds, according to the filing.
  • Transaction code: Both the common stock and earn-out share transactions were coded "A" (acquired) in the filing.
  • Vesting triggers: The earn-out shares vest in three equal tranches tied to VWAP thresholds of $15.00, $20.00, and $25.00 per share, or annual revenue thresholds of $400,000,000, $600,000,000, and $800,000,000, respectively.
  • Earn-out expiration: The earn-out shares have an expiration date of October 22, 2031, as stated in the filing.
  • Direct ownership: Both the common stock and earn-out shares are held directly by Goggins, the filing states.

Goggins Discloses Post-Merger Share Holdings at Forge Nano Holdings

According to the Form 4 filed on October 26, 2026, David A. Goggins, a director of Forge Nano Holdings, Inc. (NASDAQ:NANO), reported two transactions dated October 22, 2026, both arising from the company's business combination. The filing identifies the merger as having been conducted pursuant to an Agreement and Plan of Merger dated April 20, 2026, by and among 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, Inc.

The filing discloses that Goggins received 130,282 shares of Common Stock, par value $0.0001 per share, as consideration for his previously held shares in Forge Nano, Inc. No price per share is listed for the common stock acquisition. Following the transaction, Goggins directly owns 130,282 shares of common stock, as reported in the filing.

In addition to the common stock, the filing reports that Goggins received 97,713 earn-out shares in connection with the same business combination. These derivative securities vest in three equal tranches: the first if the volume-weighted average price (VWAP) of the common stock reaches or exceeds $15.00 over any 30 trading day period, or if trailing twelve-month revenue reaches $400,000,000; the second at a VWAP of $20.00 or revenue of $600,000,000; and the third at a VWAP of $25.00 or revenue of $800,000,000. The earn-out shares expire on October 22, 2031. The filing was signed by Michael Kleinberg as attorney-in-fact for David Goggins.

What Was Disclosed

Goggins's Form 4 discloses the acquisition of 130,282 shares of common stock and 97,713 earn-out shares in Forge Nano Holdings, Inc. on October 22, 2026, both received as part of the company's SPAC business combination with Archimedes Tech SPAC Partners II Co.