Paul Robert Lichty, Chief Executive Officer and Director of Forge Nano Holdings, Inc., filed a Form 4 on October 26, 2026, reporting the acquisition of common stock and multiple derivative securities on October 22, 2026, in connection with the company's business combination with Archimedes Tech SPAC Partners II Co.

Key Highlights

  • 15,644,258 shares acquired: Lichty received 15,644,258 shares of common stock (par value $0.0001 per share) directly, as consideration for shares of Forge Nano, Inc. common stock in connection with the Business Combination, with no price listed.
  • Nine stock option tranches reported: Options to purchase a combined total of shares were acquired under the 2017 Equity Incentive Plan of Forge Nano, with exercise prices ranging from $0.62 to $3.24 per share and expiration dates ranging from April 11, 2027, to October 23, 2035.
  • 11,733,192 earnout shares acquired: Earn-out shares were granted in connection with the Business Combination, with vesting tied to VWAP thresholds of $15.00, $20.00, and $25.00 per share over any 30 trading day period, or revenue thresholds of $400,000,000, $600,000,000, and $800,000,000, expiring October 22, 2031.
  • Two PSU grants totaling 1,035,356 units: Performance stock units of 635,423 and 399,933 were acquired, each representing a right to receive one share of common stock, subject to the same VWAP and revenue vesting conditions as the earnout shares.
  • Merger Agreement dated April 20, 2026: The Business Combination was conducted pursuant to an Agreement and Plan of Merger 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.
  • Reporting person roles: Lichty is identified as a Director, 10% Owner, and Chief Executive Officer of Forge Nano Holdings, Inc. (NASDAQ:NANO).

Lichty's Post-Merger Holdings in Forge Nano Holdings

According to the filing, all transactions reported carry a transaction date of October 22, 2026, and are coded as acquisitions (Code A). The 15,644,258 shares of common stock were received as consideration for shares of Forge Nano, Inc. held prior to the closing of the Business Combination, the filing disclosed. Following the reported transaction, Lichty directly holds 15,644,258 shares of common stock.

The filing reports nine tranches of stock options, all acquired on October 22, 2026, and all consisting of rights to buy common stock under Forge Nano's 2017 Equity Incentive Plan. The exercise prices are $0.62 (32,770 options, expiring April 11, 2027), $1.13 (646,995 options, expiring December 25, 2028), $1.13 (24,221 options, expiring March 31, 2029), $1.46 (206,194 options, expiring December 11, 2029), $2.94 (27,070 options, expiring October 23, 2035), $3.24 (242,612 options, expiring September 30, 2030), $3.24 (29,635 options, expiring March 28, 2031), and $3.24 (85,487 options, each in two separate tranches, both expiring March 29, 2031). Vesting schedules vary by tranche, with some vesting in 48 monthly installments and others using a 25%/75% cliff-and-ratable structure, all subject to continued service with the issuer, the filing stated.

The 11,733,192 earnout shares and the two performance stock unit grants (635,423 units and 399,933 units) are each structured with three equal vesting tranches tied to the same milestones: VWAP of common stock equaling or exceeding $15.00, $20.00, or $25.00 per share over any 30 trading day period, or trailing twelve-month revenue reaching $400,000,000, $600,000,000, or $800,000,000, respectively, according to the filing. All derivative securities are held directly and expire October 22, 2031.

What Was Disclosed

Paul Robert Lichty, CEO and Director of Forge Nano Holdings, Inc. (NASDAQ:NANO), reported the acquisition of 15,644,258 common shares, nine stock option tranches, 11,733,192 earnout shares, and 1,035,356 performance stock units, all arising from the company's October 22, 2026, business combination closing.