{"filings":[{"id":3957317,"accession_number":"0001104659-26-124550","cik":2101833,"company_name":"ATII Holdings Inc.","ticker":"NANO","form_type":"8-K","filed_at":"2026-11-09T21:42:05+00:00","items":["1.01","2.01","3.02","9.01"],"status":"ready","headline":"Forge Nano closes HzO acquisition for $55M in stock, issuing 7.3M shares","summary_kind":"llm","event_type":"m_and_a","confidence":"high","bullets":["Aggregate consideration of 7,306,440 Forge Nano shares at $10.00 each: $55.0M base plus HzO closing cash and working capital adjustments, less debt.","Closing issued 5,772,645 shares plus 1,533,795 holdback shares (20% of base purchase price) held 12 months for adjustments and indemnification.","HzO stockholders must lock up shares for six months or until NANO trades at $12.00 for 20 of 30 trading days; piggyback registration rights granted.","HzO CFO Jason Savod and President/COO Rachael Lerebours signed Forge Nano employment agreements effective immediately after the closing."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":0.65,"calibrated_materiality_score":0.65,"market_cap_usd":null,"market_cap_bucket":null,"market_cap_source":null,"market_cap_as_of_date":null,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":3882160,"accession_number":"0000950142-26-002954","cik":2101833,"company_name":"ATII Holdings Inc.","ticker":"NANO","form_type":"8-K","filed_at":"2026-11-05T13:31:41+00:00","items":["7.01","9.01"],"status":"ready","headline":"Forge Nano closes all-stock acquisition of HZO, issuing ~7.3M shares","summary_kind":"llm","event_type":"m_and_a","confidence":"high","bullets":["Forge Nano completed an all-stock acquisition of HZO, issuing ~7.3M shares; ~2.2M were exchanged for HZO-held NANO shares, netting ~5.1M new shares.","About 5.8M shares were issued at closing; ~1.5M are held back for 12 months to secure post-closing adjustments and indemnification obligations.","HZO, based in Morrisville, NC, runs three coating facilities in the U.S., Mexico and Vietnam serving consumer electronics, energy, IoT, medical and automotive customers.","HZO will operate as a wholly owned Forge Nano subsidiary under the HZO brand, led by President Rachael Lerebours, and its employees will join Forge Nano.","Forge Nano expects shared manufacturing, procurement and administrative efficiencies and plans to introduce its ALD materials and equipment to HZO’s installed customer base."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":0.7,"calibrated_materiality_score":0.7,"market_cap_usd":null,"market_cap_bucket":null,"market_cap_source":null,"market_cap_as_of_date":null,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":3707680,"accession_number":"0001104659-26-119178","cik":2101833,"company_name":"ATII Holdings Inc.","ticker":"NANO","form_type":"8-K","filed_at":"2026-10-27T20:30:38+00:00","items":["5.03","1.01","2.01","3.02","3.03","9.01","3.01","5.01","5.02","5.05","5.06"],"status":"ready","headline":"Forge Nano completes SPAC merger with Archimedes Tech II; $123M PIPE, 22.2M shares redeemed","summary_kind":"llm","event_type":"m_and_a","confidence":"high","bullets":["Closed Oct. 22, 2026: Forge Nano merged into Archimedes Tech SPAC; former Forge Nano holders received 116,015,828 Pubco shares at ~28.5-to-1 exchange ratio.","PIPE totaled $123M: $100M initial ($10/share; 2,968,825 shares, 7,031,175 pre-funded warrants, 15M warrants) plus $23M from other investors for 2.3M shares.","22,219,068 ATII public shares redeemed at ~$10.73, about $238.4M, leaving ~$8.4M in trust; total Pubco shares issued 128,655,585.","90M Earn-Out Shares escrowed, vesting at $15/$20/$25 VWAP or revenue $400M/$600M/$800M; 8,744,864 PSUs use same thresholds.","Lock-ups: Forge Nano holders restricted six months or until stock trades at $12 for 20 of 30 days; Sponsor transferred 3.3M shares to PIPE investors."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"market_cap_usd":null,"market_cap_bucket":null,"market_cap_source":null,"market_cap_as_of_date":null,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":3598116,"accession_number":"0001104659-26-117880","cik":2101833,"company_name":"ATII Holdings Inc.","ticker":"NANO","form_type":"8-K","filed_at":"2026-10-21T21:16:52+00:00","items":["7.01","8.01","9.01"],"status":"ready","headline":"Forge Nano completes Archimedes II SPAC merger, lists on Nasdaq as NANO Oct 22 after 22.2M share redemptions","summary_kind":"llm","event_type":"m_and_a","confidence":"high","bullets":["22,219,068 ATII public shares redeemed at ~$10.73 each (~$238.4M), leaving only ~$8.4M in the trust account before closing.","Combined company renamed Forge Nano Holdings, Inc.; common stock and warrants expected to trade on Nasdaq as NANO and NANOW starting October 22, 2026.","CEO Paul Lichty said public markets will help scale the Atomic Armor ALD platform in semiconductor equipment and defense/commercial battery materials.","Cites Taiwan manufacturing expansion, 1,000:1 high-aspect-ratio wafer coatings, expanded Samsung SDI relationship, Nanexa JDA and North Carolina gigafactory groundbreaking.","BTIG was lead capital markets advisor and PIPE placement agent; Cohen & Company Capital Markets advised; Nasdaq Opening Bell ringing set for October 28, 2026."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"market_cap_usd":null,"market_cap_bucket":null,"market_cap_source":null,"market_cap_as_of_date":null,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":3430156,"accession_number":"0001104659-26-115500","cik":2101833,"company_name":"ATII Holdings Inc.","ticker":"NANO","form_type":"8-K","filed_at":"2026-10-13T20:09:31+00:00","items":["1.01","3.02","9.01"],"status":"ready","headline":"ATII/Forge Nano PIPE amended: 7,031,175 of 10M shares swapped into $0.0001 pre-funded warrants","summary_kind":"llm","event_type":"other_material","confidence":"high","bullets":["Amended and restated subscription agreement signed Oct 13, 2026 keeps the $100M PIPE at $10.00/share plus 15,000,000 warrants exercisable at $10.00.","7,031,175 of the investor's 10,000,000 subscribed Pubco shares now issued as pre-funded warrants at $0.0001/share, no expiration, net-issuance exercisable.","Investor gets 5,000,000 Additional Warrants if it still beneficially owns at least 5,000,000 shares at the 24-month anniversary of closing.","Reset Warrants apply if VWAP 21 trading days after the six-month anniversary is below the exercise price; Reset Floor is $7.28 if $200M debt financing is committed, else $5.00.","ATII and Sponsor Archimedes Tech SPAC Sponsors II LLC, with BTIG consent, waived transfer restrictions on 3,000,000 ATII ordinary shares moving to the investor."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"market_cap_usd":null,"market_cap_bucket":null,"market_cap_source":null,"market_cap_as_of_date":null,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null}],"next_cursor":null}