$NANO · ATII Holdings Inc.

ATII Holdings filed Amendment No. 4 to its S-4 registration statement for the merger with Forge Nano, Inc., a Delaware corporation. The transaction values Forge Nano at $1.2B equity value, with Closing Payment Shares calculated as $1.2B divided by $10.00, less shares issuable upon exercise of converted Forge Nano warrants and options. PIPE financing totals $123M: $100M from the Initial PIPE Investor (10M shares at $10.00 plus 15M warrants at $10.00 strike) and $23M from Additional PIPE Investors (2.3M shares at $10.00).

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Fourth amendment to S-4 discloses final merger consideration structure, PIPE terms, and earn-out mechanics for a $1.2B de-SPAC transaction in the nanotechnology sector.

De-SPAC transactions in advanced materials and nanotechnology remain active in 2026, with earn-out structures increasingly tied to both stock-price and revenue milestones to align seller and buyer incentives. The $1.2B valuation and $123M PIPE commitment reflect investor appetite for industrial-technology platforms with scalable revenue potential.

Earn-out milestones require either sustained VWAP thresholds or substantial revenue growth ($400M–$800M trailing twelve months), which may prove challenging if market conditions deteriorate or Forge Nano's commercialization lags. PIPE warrant reset provisions and additional warrant issuances (up to 10M Reset PIPE Warrants, 5M Additional PIPE Warrants) create significant dilution risk if Pubco Common Stock trades below $10.00 post-close.