---
schema_version: "secwatch.filing_event.v1"
accession: "0000950142-26-002954"
form_type: "8-K"
ticker: "NANO"
cik: "0002101833"
company_name: "ATII Holdings Inc."
filed_at: "2026-11-05T13:31:41+00:00"
generated_at: "2026-11-05T13:35:31.974168+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Forge Nano closes all-stock acquisition of HZO, issuing ~7.3M shares

## Summary
- 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.

## SEC filing metadata
- accession: 0000950142-26-002954
- form_type: 8-K
- ticker: NANO
- cik: 0002101833
- company_name: ATII Holdings Inc.
- filed_at: 2026-11-05T13:31:41+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2101833/000095014226002954/0000950142-26-002954-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2101833/000095014226002954/eh260851461_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950142-26-002954
- JSON: https://secwatch.observer/filing/0000950142-26-002954.json
- Plain text: https://secwatch.observer/filing/0000950142-26-002954.txt

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.