SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lichty Paul Robert

(Last)

(First)

(Middle)

C/O FORGE NANO HOLDINGS, INC.

12300 GRANT STREET, SUITE 110

(Street)

THORNTON

COLORADO

80241

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Forge Nano Holdings, Inc. [ NANO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	10/22/2026		A		15,644,258	A	⁽¹⁾	15,644,258	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.62	10/22/2026		A		32,770		10/22/2026	04/11/2027	Common Stock	32,770	⁽²⁾	32,770	D
Stock Option (right to buy)	$1.13	10/22/2026		A		646,995		⁽³⁾	12/25/2028	Common Stock	646,995	⁽²⁾	646,995	D
Stock Option (right to buy)	$1.13	10/22/2026		A		24,221		⁽⁵⁾	03/31/2029	Common Stock	24,221	⁽²⁾	24,221	D
Stock Option (right to buy)	$1.46	10/22/2026		A		206,194		⁽⁶⁾	12/11/2029	Common Stock	206,194	⁽²⁾	206,194	D
Stock Option (right to buy)	$2.94	10/22/2026		A		27,070		⁽⁷⁾	10/23/2035	Common Stock	27,070	⁽²⁾	27,070	D
Stock Option (right to buy)	$3.24	10/22/2026		A		242,612		10/22/2026	09/30/2030	Common Stock	242,612	⁽²⁾	242,612	D
Stock Option (right to buy)	$3.24	10/22/2026		A		29,635		⁽⁸⁾	03/28/2031	Common Stock	29,635	⁽²⁾	29,635	D
Stock Option (right to buy)	$3.24	10/22/2026		A		85,487		⁽⁴⁾	03/29/2031	Common Stock	85,487	⁽²⁾	85,487	D
Stock Option (right to buy)	$3.24	10/22/2026		A		85,487		⁽⁹⁾	03/29/2031	Common Stock	85,487	⁽²⁾	85,487	D
Earnout-shares	⁽¹⁰⁾	10/22/2026		A		11,733,192		⁽¹⁰⁾	10/22/2031	Common Stock	11,733,192	⁽¹⁰⁾	11,733,192	D
Performance Stock Units	⁽¹¹⁾	10/22/2026		A		635,423		⁽¹¹⁾	10/22/2031	Common Stock	635,423	⁽¹¹⁾	635,423	D
Performance Stock Units	⁽¹²⁾⁽¹³⁾	10/22/2026		A		399,933		⁽¹²⁾⁽¹³⁾	10/22/2031	Common Stock	399,933	⁽¹²⁾⁽¹³⁾	399,933	D

Explanation of Responses:

1. Received as consideration for shares of common stock of Forge Nano, Inc. ("Forge Nano") 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").

2. Consists of stock options granted under the 2017 Equity Incentive Plan of Forge Nano that are exercisable for shares of the Issuer's common stock following the closing of the Business Combination.

3. These stock options vest in 48 monthly installments beginning on January 26, 2024, subject to the Reporting Person's continued service with the Issuer.

4. These stock options vest in 48 monthly installments beginning on April 30, 2026, subject to the Reporting Person's continued service with the Issuer.

5. 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.

6. 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.

7. 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.

8. 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.

9. 25% of these stock options will vest on March 30, 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.

10. Represents earn-out shares granted in connection with the Business Combination. The earn-out shares will vest as follows: (i) one third 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 earn-out shares 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 earn-out shares 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.

11. 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.

12. 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 FN14)

13. (Cont'd from FN13) 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.

	/s/ Michael Kleinberg, as Attorney-in-fact for Paul Lichty	10/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)