Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

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You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of the Company described in the "Risk Factors" in the Proxy Statement/Prospectus, in the Company's Current Report on Form 8-K filed with the SEC on October 27, 2026, and other documents filed or to be filed by the Company from time to time with the SEC, all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. The Company does not give any assurance that it will achieve its expectations.

Overview

Pubco was incorporated in Delaware on December 4, 2025, and was formed for the purpose of merging with ATII, to facilitate the consummation of a Business Combination. The Business Combination was closed on October 22, 2026. In connection with the Business Combination, Pubco was renamed "Forge Nano Holdings, Inc.".

The Business Combination

On April 20, 2026, Parent, Pubco, ATII Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub I"), ATII Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent ("Merger Sub II"), and Forge Nano, Inc., a Delaware corporation ("Forge Nano"), entered into an agreement and plan of merger (the "Merger Agreement").

On October 16, 2026, ATII held an extraordinary general meeting (the "Extraordinary General Meeting"), at which its shareholders approved the Business Combination and the transactions contemplated therewith.

October 21, 2026, ATII consummated the Domestication Merger (as defined below) and, on the Closing Date, the parties to the Merger Agreement consummated the Company Mergers (as defined below) and the other transactions contemplated by the Merger Agreement (the "Closing").

Domestication Merger

Pursuant to the Merger Agreement, on October 21, 2026, ATII re-domiciled and became a Delaware corporation by merging with and into Pubco (the "Domestication Merger"), following which the separate corporate existence of ATII ceased and Pubco continued as the surviving corporation. At the effective time of the Domestication Merger (the "Domestication Merger Effective Time"), Pubco adopted Delaware organizational documents (the Charter and the Bylaws), which provide, among other things, that the name of Pubco was changed to "Forge Nano Holdings, Inc."

Immediately prior to the Domestication Merger Effective Time, each then issued and outstanding unit of ATII (an "ATII Unit") separated and converted automatically into one ordinary share, par value $0.0001 per share, of ATII (an "ATII Ordinary Share") and one-half of one warrant of ATII, each whole warrant entitling the holder thereof to acquire one ATII Ordinary Share at a purchase price of $11.50 per share (the "ATII Warrants"), and all ATII Units ceased to be outstanding and ceased to exist. At the Domestication Merger Effective Time, each then issued and outstanding ATII Ordinary Share was cancelled in exchange for the right to receive one share of common stock, par value $0.0001 per share, of Pubco (each, a share of "Pubco Common Stock") and each whole ATII Warrant that was outstanding and unexercised converted automatically into a warrant to acquire one share of Pubco Common Stock at a purchase price of $11.50 per share (each, a "Pubco SPAC Warrant"), pursuant to the terms of the Warrant Agreement, dated as of February 10, 2025 (as assumed by Pubco pursuant to the Assumption of Warrant Agreement dated as of October 21, 2026, the "ATII Warrant Agreement"), by and between ATII and Odyssey Transfer and Trust Company, as warrant agent.

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Company Mergers

On the Closing Date, as contemplated by the Merger Agreement and as described in the section titled "Proposal No. 1 - The Business Combination Proposal" beginning on page 140 of the Proxy Statement/Prospectus, the parties to the Merger Agreement consummated the Company Mergers, whereby:

PIPE Financing

On April 20, 2026, concurrently with the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into a subscription agreement (the "PIPE Subscription", as amended and restated on October 13, 2026) with a certain accredited investor (the "Initial PIPE Investor"), pursuant to which, substantially concurrently with the Closing, the Company issued and sold to the Initial PIPE Investor for an aggregate purchase price of $100,000,000 (the "PIPE Financing") (a) 2,968,825 shares of Pubco Common Stock (the "PIPE Subscribed Shares") at a subscription price of $10.00 per share, (b) pre-funded warrants (the "Pre-Funded Warrants") to purchase

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an aggregate of 7,031,175 shares of Pubco Common Stock, each with an exercise price of $0.0001 per share, at a subscription price of $10.00 per Pre-Funded Warrant, and (c) warrants (the "PIPE Warrants") to purchase an aggregate of 15,000,000 shares of Pubco Common Stock, each with an initial exercise price of $10.00 per share (subject to adjustment as described below).

The PIPE Warrants are exercisable at any time after their issuance and expire five years after the date of issuance. The exercise price of the PIPE Warrants is subject to certain adjustments, including a one-time reset on the 21st trading day following the six-month anniversary of the Closing Date to the greater of (i) the VWAP (as defined in the PIPE Warrant Certificate) of the Pubco Common Stock for the twenty trading day period commencing on the date that is six months after the Closing Date and (ii) a floor price of $5.00 per share (the "PIPE Reset Price").

In the event that on the 21st trading day following the six-month anniversary of the Closing Date, the VWAP (as defined in the PIPE Warrant Certificate) of the Pubco Common Stock is less than the Exercise Price (as defined in the PIPE Warrant Certificate), the Company will issue to the Initial PIPE Investor additional warrants entitling the Initial PIPE Investor to purchase up to 10,000,000 shares of Pubco Common Stock (the "Reset PIPE Warrants"), in an amount equal to (i) the product of (x) 10,000,000, multiplied by (y) the Exercise Price then in effect divided by the PIPE Reset Price minus (ii) 10,000,000. In addition, if, on the 24-month anniversary of the Closing Date, the Initial PIPE Investor certifies in writing that the Initial PIPE Investor beneficially owns 5,000,000 shares of Pubco Common Stock, the Company will issue to the Initial PIPE Investor additional warrants entitling the Initial PIPE Investor to purchase 5,000,000 shares of Pubco Common Stock (the "Additional PIPE Warrants").

Additionally, subsequent to the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into subscription agreements (the "Additional PIPE Subscription Agreements") with certain other accredited investors (collectively, the "Additional PIPE Investors" and together with the Initial PIPE Investor, the "PIPE Investors"), pursuant to which, substantially concurrently with the Closing, the Company issued and sold an aggregate of 2,300,000 shares of Pubco Common Stock (the "Additional PIPE Subscribed Shares") to the Additional PIPE Investors at a subscription price of $10.00 per share, for an aggregate purchase price of $23,000,000 (the "Additional PIPE Financing").

Outstanding Securities

In connection with the consummation of the Business Combination and the PIPE Financing, and after giving effect to the redemptions, the Company:

In addition, at the Closing, pursuant to the Purchaser Support Agreement, dated as of April 20, 2026 (the "Purchaser Support Agreement"), by and among ATII, Forge Nano and Archimedes Tech SPAC Sponsors II LLC (the "Sponsor"), the Sponsor transferred

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an aggregate of 3,300,000 shares of Pubco Common Stock (which it received in exchange for Founder Shares in the Domestication Merger) to certain investors at the Closing in connection with the PIPE Financing for no additional cash consideration.

In connection with the Closing, OIC exercised all of their outstanding Forge Nano Warrants in exchange for shares of Forge Nano Common Stock, which were converted into shares of Pubco Common Stock at the First Effective Time and are included in the 116,015,828 shares of Pubco Common Stock issued to former stockholders of Forge Nano, as described above.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through September 30, 2026 were organizational activities and those necessary to prepare for our initial Business Combination.

For the three months ended September 30, 2026, we had a net income of $37,502,040, which consisted of gain on change in fair value of PIPE subscription derivative liability of $37,522,000 and general and administrative expenses of $19,960.

For the nine months ended September 30, 2026, we had a net loss of $100,559,904, which consisted of subscription expense of $100,000,000, loss on change in fair value of PIPE subscription derivative liability of $420,000, and general and administrative expenses of $139,904.

Liquidity and Capital Resources

For the three and nine months ended September 30, 2026, the Company reported net income and net loss of $37,502,040 and $100,559,904, respectively. As of September 30, 2026, the Company had no cash and working capital deficit of $100,560,563.

In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's ("FASB") Accounting Standards Codification ("ASC") 205-40, "Financial Statement Presentation - Going Concern," on October 22, 2026, the Company consummated its previously announced Business Combination by and among ATII, Pubco, Merger Sub I, Merger Sub II, and Forge Nano. Prior to the consummation of the Business Combination, management concluded that recurring losses from operations, negative operating cash flows and limited liquidity raised substantial doubt regarding the Company's ability to continue as a going concern. On October 21, 2026, subsequent to the balance sheet date, the Company completed the Business Combination and received net proceeds from the transaction. Management updated its cash flow forecasts to reflect the capital raised and expected operating expenditures of the combined company. Based on this analysis, management concluded that the Company has sufficient liquidity to meet its obligations and fund planned operations for at least twelve months from the issuance date of these condensed consolidated financial statements. Accordingly, management determined that substantial doubt regarding the Company's ability to continue as a going concern has been alleviated.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

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Critical Accounting Estimates and Policies

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of September 30, 2026, we have identified the following critical accounting policies.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period in accordance with FASB ASC Topic 480, "Distinguishing Liabilities from Equity". Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The PIPE Subscription is representative of a derivative instrument within the scope of ASC 815.

Fair Value Measurement

The fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

The PIPE Subscription was evaluated under freestanding financial instrument framework and management concluded that the common stock subscribed and the related warrant features together, should be evaluated as a single common stock PIPE freestanding financial instrument.

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On April 20, 2026, the PIPE Subscription was initially recognized at fair value of $100,000,000. As of September 30, 2026, the PIPE Subscription has a fair value of $100,420,000. The fair value of the PIPE Subscription was determined using Monte Carlo Simulation Model. The PIPE Subscription has been classified as current liability within the scope of ASC 815 and will require remeasurement at each reporting period. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the PIPE Subscription:

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The following table provides a summary of the changes in the fair value of PIPE Subscription, a Level 3 financial instrument, that was measured at fair value on a recurring basis:

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Recent Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company has not yet adopted the ASU 2023-09 and is currently evaluating its impact on the Company's financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on December 4, 2025 (inception). The adoption of ASU 2023-07 did not have a material effect on the Company's financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.