Monitor the October 16, 2026 shareholder vote for the business combination. Post-closing, watch for the filing of the S-1 resale registration statement (due within 30 days) and any VWAP reset triggers on the warrants after 6 months.
Price Chart
Executive Summary
ATII Holdings Inc. (Pubco) filed an Amended and Restated Subscription Agreement with a $100M PIPE investor, converting 7,031,175 of the investor's 10,000,000 subscribed shares into pre-funded warrants (exercise price $0.0001) while keeping 2,968,825 common shares and 15,000,000 warrants (exercise price $10.00). The filing also includes the final forms of the warrant certificates. This is a routine deal-progression step ahead of the October 16, 2026 shareholder vote to approve the business combination with Forge Nano, with no changes to the aggregate $100M commitment or the overall deal structure.
Key Financial Metrics
Key Facts
- Amended and Restated Subscription Agreement dated October 13, 2026, replaces the original April 20, 2026 agreement.
- Investor subscribes for 2,968,825 shares of common stock, 7,031,175 pre-funded warrants (exercise price $0.0001), and 15,000,000 warrants (exercise price $10.00).
- Aggregate subscription amount remains $100,000,000.
- Pre-funded warrants are exercisable immediately, have no expiration, and carry a beneficial ownership limitation (default 9.9%, electable by holder).
- Warrants have a 5-year term, exercise price of $10.00, subject to anti-dilution adjustments and a VWAP reset after 6 months.
- Additional warrants (5,000,000 shares) may be issued if the investor holds at least 5,000,000 shares at the 24-month anniversary.
- Reset warrants may be issued if VWAP is below the exercise price 21 trading days after the 6-month anniversary.
- Closing is contingent on substantially concurrent consummation of the business combination with Forge Nano.
- Shareholder vote to approve the business combination is scheduled for October 16, 2026.
- Registration rights require Pubco to file an S-1 resale registration statement within 30 days of closing.
Financial Impact
$100,000,000 PIPE commitment unchanged; 2,968,825 common shares + 7,031,175 pre-funded warrants + 15,000,000 warrants issued to a single investor.
Risk Factors
- Shareholder vote on October 16, 2026 may not approve the business combination.
- Warrant overhang: up to 15,000,000 warrants at $10.00 plus potential additional/reset warrants could create future dilution.
- Pre-funded warrants are immediately exercisable, adding near-term dilution risk.
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001104659-26-115504 |
| Document: tm2627487d2_ex4-1.htm | 0001104659-26-115504 |
| Document: tm2627487d2_ex4-2.htm | 0001104659-26-115504 |
| Document: tm2627487d2_425.htm | 0001104659-26-115504 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | 8-K | $5.37 | awaiting T+1 | — | $4.67 (+13.04%) |
Oct 22, 2026 5d ago | Press Release | $6.13 $5.00 | ▼ −18.43% | ▼ −19.14% | $4.67 (−23.82%) |
Oct 22, 2026 5d ago | 3 | $10.10 $6.13 | ▼ −39.31% | ▼ −38.78% | $4.67 (−53.76%) |
Oct 22, 2026 5d ago | 3 | $10.10 $6.13 | ▼ −39.31% | ▼ −38.78% | $4.67 (−53.76%) |
Oct 22, 2026 5d ago | 3 | $10.10 $6.13 | ▼ −39.31% | ▼ −38.78% | $4.67 (−53.76%) |
Oct 21, 2026 5d ago | 8-K | $10.10 $6.13 | ▲ +39.31% | ▲ +38.78% | $4.67 (+53.76%) |
Oct 16, 2026 10d ago | 425 | $8.55 $7.17 | ▼ −16.09% | ▼ −16.43% | $4.67 (−45.35%) |
Oct 13, 2026 14d ago | 425 | $10.06 $8.86 | ▼ −11.93% | ▼ −12.21% | $4.67 (−53.58%) |
Sep 24, 2026 4w ago | 425 | $10.69 $10.69 | ▼ −0.05% | ▲ +0.70% | $4.67 (−56.31%) |
Sep 23, 2026 4w ago | EFFECT | $10.68 $10.69 | ▲ +0.05% | ▲ +0.13% | $4.67 (−56.27%) |
US Market Status
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