10/26/2026 | Press release | Distributed by Public on 10/26/2026 19:32
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Private Placement Warrants (right to buy) | $11.5(2) | 10/22/2026 | A | 1,250 | (2) | (2) | Common Stock | 1,250 | (2) | 1,250 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Landen Ben C/O FORGE NANO HOLDINGS, INC. 12300 GRANT STREET, SUITE 110 THORNTON, CO 80241 |
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| /s/ Michael Kleinberg, as Attorney-in-fact for Ben Landen | 10/26/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | Received in exchange for ordinary shares of Archimedes Tech SPAC Partners II Co. ("ATII") in connection with the merger of ATII with and into the Issuer (the "Domestication Merger") as part of the Issuer's business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger dated April 20, 2026, by and among ATII, the Issuer (f/k/a ATII Holdings Inc.), ATII Merger Sub Inc., ATII Merger Sub II, LLC and Forge Nano, Inc. |
| (2) | Represents private placement warrants of ATII, each exercisable for one ordinary share at $11.50 per share, that were exchanged in the Domestication Merger for an equal number of warrants of the Issuer, each exercisable for one share of Common Stock at $11.50 per share. |