Atii Holdings Inc

10/26/2026 | Press release | Distributed by Public on 10/26/2026 19:34

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Zimmermann Curtis J.
2. Issuer Name and Ticker or Trading Symbol
Forge Nano Holdings, Inc. [NANO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Legal Counsel
(Last) (First) (Middle)
C/O FORGE NANO HOLDINGS, INC., 12300 GRANT STREET, SUITE 110
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026
(Street)
THORNTON, CO 80241
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $0.56 10/22/2026 A 308,608 10/22/2026 01/11/2032 Common Stock 308,608 (1) 308,608 D
Stock Option (right to buy) $0.56 10/22/2026 A 26,358 10/22/2026 04/25/2032 Common Stock 26,358 (1) 26,358 D
Stock Option (right to buy) $1.03 10/22/2026 A 19,946 (2) 03/31/2034 Common Stock 19,946 (1) 19,946 D
Stock Option (right to buy) $1.33 10/22/2026 A 170,603 (3) 12/11/2034 Common Stock 170,603 (1) 170,603 D
Stock Option (right to buy) $2.94 10/22/2026 A 12,823 (4) 10/23/2035 Common Stock 12,823 (1) 12,823 D
Stock Option (right to buy) $2.94 10/22/2026 A 25,361 (5) 03/29/2036 Common Stock 25,361 (1) 25,361 D
Performance Stock Units (6) 10/22/2026 A 321,601 (6) 10/22/2031 Common Stock 321,601 (6) 321,601 D
Performance Stock Units (7)(8) 10/22/2026 A 101,176 (7)(8) 10/22/2031 Common Stock 101,176 (7)(8) 101,176 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zimmermann Curtis J.
C/O FORGE NANO HOLDINGS, INC.
12300 GRANT STREET, SUITE 110
THORNTON, CO 80241
Chief Legal Counsel

Signatures

/s/ Michael Kleinberg, as Attorney-in-fact for Curtis Zimmermann 10/26/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Consists of stock options granted under the 2017 Equity Incentive Plan of Forge Nano, Inc. ("Forge Nano") that were converted into stock options exercisable for shares of the Issuer's common stock in connection with the Issuer's business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger dated April 20, 2026, by and among Archimedes Tech SPAC Partners II Co., the Issuer (f/k/a ATII Holdings Inc.), ATII Merger Sub Inc., ATII Merger Sub II, LLC and Forge Nano (the "Merger Agreement"), and are exercisable following the closing of the Business Combination.
(2) 25% of these stock options vested on April 1, 2025, and the remaining 75% vested and will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
(3) 25% of these stock options vested on December 12, 2025, and the remaining 75% vested and will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
(4) 25% of these stock options vested on October 1, 2026, and the remaining 75% will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
(5) 25% of these stock options will vest on March 31, 2027, and the remaining 75% will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
(6) Represents performance stock units, each representing a right to receive one share of common stock of the Issuer, granted to holders of Forge Nano stock options in connection with the Business Combination. The performance stock units will vest as follows: (i) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $15.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $400,000,000, (ii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $20.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $600,000,000 and (iii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $25.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $800,000,000.
(7) Represents performance stock units, each representing a right to receive one share of common stock of the Issuer, granted to holders of Forge Nano stock options in connection with the Business Combination. The performance stock units will vest as follows, subject to the Reporting Person's continued service with the Issuer through each applicable vesting event: (i) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $15.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $400,000,000, (ii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $20.00 per share over any 30 trading day period or the revenue of the Issuer (Cont'd in FN9)
(8) (Cont'd from FN8) for the preceding twelve months equals or exceeds $600,000,000 and (iii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $25.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $800,000,000.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Atii Holdings Inc published this content on October 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 27, 2026 at 01:34 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]