Forge Nano Holdings, Inc.
For the period ended Oct 21, 2026. Filed Oct 27, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Oct 21, 2026 · Filed Oct 27, 2026
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Contents
EX-99.1 · Basis of Presentation
Basis of Presentation
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP as Forge Nano was determined to be the accounting acquirer, primarily due to the fact that Forge Nano Stockholders continue to control Pubco following the consummation of the Business Combination. Under this method of accounting, although ATII acquired all of the outstanding equity interests of Forge Nano in the Business Combination, ATII was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Forge Nano issuing stock for the net assets of ATII, accompanied by a recapitalization. The net assets of ATII were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of Forge Nano.
The unaudited pro forma condensed combined balance sheet as of June 30, 2026, assumes that the Business Combination and related transactions occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025, present pro forma effect to the Business Combination as if it had been completed on January 1, 2025, the beginning of the earliest periods presented.
The unaudited pro forma condensed combined balance sheet as of June 30, 2026, has been prepared using, and should be read in conjunction with, the following:
| · | ATII’s unaudited balance sheet as of June 30, 2026 and the related notes for the six months ended June 30, 2026, included in the Proxy Statement/Prospectus and incorporated herein by reference; and |
| · | Forge Nano’s unaudited consolidated balance sheet as of June 30, 2026 and the related notes for the six months ended June 30, 2026, included in the Proxy Statement/Prospectus and incorporated herein by reference. |
The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026, has been prepared using, and should be read in conjunction with the following:
| · | ATII’s unaudited statement of operations for the six months ended June 30, 2026 and the related notes, included in the Proxy Statement/Prospectus and incorporated herein by reference; and |
| · | Forge Nano’s unaudited consolidated statement of operations for the six months ended June 30, 2026, and the related notes, included in the Proxy Statement/Prospectus and incorporated herein by reference. |
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, has been prepared using, and should be read in conjunction with, the following:
| · | ATII’s audited statement of operations for the year ended December 31, 2025, and the related notes, included in the Proxy Statement/Prospectus and incorporated herein by reference; and |
| · | Forge Nano’s audited consolidated statement of operations for the year ended December 31, 2025, and the related notes, included in the Proxy Statement/Prospectus and incorporated herein by reference. |
As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.
The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that ATII believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. ATII believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of Pubco would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Pubco. They should be read in conjunction with the historical financial statements and notes thereto of ATII and Forge Nano.
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