Exhibit 99.1

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Defined terms included below shall have the same meaning as terms defined and included in the definitive proxy statement/prospectus of Forge Nano Holdings, Inc. (formerly ATII Holdings, Inc.), dated September 22, 2026, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 24, 2026, which forms a part of the registration statement on Form S-4 (File No. 333-295563) under the Securities Act of 1933, as amended, initially filed with the SEC on May 5, 2026 and declared effective by the SEC on September 22, 2026.

 

Introduction

 

The following unaudited pro forma condensed combined financial information presents the combination of financial information of ATII and Forge Nano, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). ATII has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

 

The following unaudited pro forma condensed combined balance sheet as of June 30, 2026, assumes that the Business Combination 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, assume that the Business Combination occurred on January 1, 2025, the beginning of the earliest periods presented.

 

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what Pubco’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of Pubco. The actual financial position and results of operations of Pubco may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

 

The historical financial information of ATII was derived from the unaudited consolidated financial statements of ATII as of and for the six months ended June 30, 2026 and the audited consolidated financial statements of ATII for the year ended December 31, 2025, which are included in the Proxy Statement/Prospectus and incorporated herein by reference. The historical financial information of Forge Nano was derived from the unaudited consolidated financial statements of Forge Nano as of and for the six months ended June 30, 2026, and the audited consolidated financial statements of Forge Nano for the year ended December 31, 2025, which are included in the Proxy Statement/Prospectus and incorporated herein by reference. This information should be read together with ATII’s and Forge Nano’s audited and unaudited financial statements, and related notes, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ATII” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Forge Nano” and other financial information included in the Proxy Statement/Prospectus and incorporated herein by reference.

 

Description of the Business Combination

 

On April 20, 2026, ATII, Pubco, Merger Sub I, Merger Sub II and Forge Nano entered into the Merger Agreement. On October 21, 2026, the Business Combination was closed.

 

Pursuant to the Merger Agreement, ATII re-domiciled and became a Delaware corporation by merging with Pubco, following which the separate corporate existence of ATII ceased and Pubco continues as the surviving corporation.

 

Immediately prior to the Domestication Merger Effective Time, each then issued and outstanding ATII Unit separated and converted automatically into one ATII Ordinary Share and one-half of one ATII Warrant, and all ATII Units ceased to be outstanding and ceased to exist. At the Domestication Merger Effective Time, each then issued and outstanding ATII Ordinary Share (which, for the avoidance of doubt, included ATII Ordinary Shares held as a result of the separation of the ATII Units) was cancelled in exchange for the right to receive one share of Pubco Common Stock and each ATII Warrant that was outstanding and unexercised converted automatically into one Pubco SPAC Warrant pursuant to the terms of the Warrant Agreement.

 

Pursuant to the Merger Agreement, Merger Sub I merged with and into Forge Nano, with Forge Nano surviving as the Initial Surviving Corporation and as a result of which the holders of the issued and outstanding capital stock of Forge Nano received shares of Pubco Common Stock in exchange for the issued and outstanding capital stock of Forge Nano. As a result of the First Company Merger, Forge Nano became a wholly-owned subsidiary of Pubco.

 

 

 

 

At the First Effective Time: (i) each share of each class of Forge Nano Preferred Stock that was issued and outstanding immediately prior to the First Effective Time was converted into shares of Forge Nano Common Stock pursuant to Forge Nano’s organizational documents as in effect immediately prior to the First Effective Time; (ii) each share of Forge Nano Common Stock that was issued and outstanding immediately prior to the First Effective Time (including shares of Forge Nano Common Stock issued upon conversion of the shares of Forge Nano Preferred Stock, but not including treasury shares which were canceled immediately prior to the First Effective Time) was cancelled and automatically converted into the right to receive, without interest, the Applicable Per Share Merger Consideration; (iii) each Forge Nano Warrant that was issued and outstanding and unexpired immediately prior to the First Effective Time was assumed by Pubco and became a corresponding Pubco Forge Nano Warrant, subject to the same terms and conditions (including vesting and exercisability) as were applicable to the corresponding Forge Nano Warrant immediately prior to the First Effective Time; and (iv) each Forge Nano Ascent Option that was issued and outstanding and unexpired immediately prior to the First Effective Time was cancelled and converted into one Pubco Ascent Warrant pursuant to the Pubco Ascent Warrant Agreement, substantially in the form attached to the Merger Agreement.

 

At the First Effective Time, each Forge Nano Option that was issued and outstanding and unexpired immediately prior to the First Effective Time was converted into one Pubco Option on substantially the same terms and conditions, including with respect to vesting and termination-related provisions (as applicable, except that such Pubco Options related to the number of whole shares of Pubco Common Stock (rounded down to the nearest whole share) equal to the product (rounded down to the nearest whole number) of (a) the number of shares of Forge Nano Common Stock subject to such Forge Nano Option immediately prior to the First Effective Time and (b) the quotient of (1) the Applicable Per Share Merger Consideration divided by (ii) the Equity Award Conversion Amount (as defined in the Merger Agreement), with an exercise price per Pubco Option (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per Forge Nano Option by (ii) the Equity Award Conversion Amount).

 

Earn-Out

 

Pursuant to the terms of the Merger Agreement, and subject to the terms and conditions set forth therein, the Forge Nano Stockholders who received Closing Payment Shares and the holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities are entitled to receive a proportional amount of up to an aggregate of 90,000,000 Earn-Out Shares, issuable upon achievement of certain milestones during the Earn-Out Period. The Earn-Out Shares were issued to the Escrow Agent and will be disbursed therefrom upon achievement of the applicable milestones as follows:

 

·30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP (as defined in the Merger Agreement) of Pubco Common Stock equals or exceeds $15.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $400,000,000;

 

·30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP of Pubco Common Stock equals or exceeds $20.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $600,000,000; and

 

·30,000,000 Earn-Out Shares if, within the Earn-Out Period, (1) the VWAP of Pubco Common Stock equals or exceeds $25.00 per share over any 30 trading day period or (2) the revenue, determined in accordance with GAAP applied on a consistent basis, publicly reported by Pubco in its annual or quarterly reports filed with the SEC for the preceding twelve months equals or exceeds $800,000,000.

 

The milestones applicable to the Earn-Out Shares operate on a cumulative basis, such that if a higher milestone is achieved, the lower milestones are deemed achieved as well and the Earn-Out Shares attributable to such achieved milestone and each lower milestone will be disbursed. The Earn-Out Shares attributable to holders of Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities pursuant to the Merger Agreement will only be disbursed by the Escrow Agent if an applicable milestone is achieved upon the exercise, conversion or settlement of any Pubco Convertible Securities in accordance with their terms.

 

 

 

 

Second Company Merger

 

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, immediately following the First Effective Time, the Initial Surviving Corporation merged with and into Merger Sub II, with Merger Sub II surviving as the Surviving Company and Pubco acquiring one membership interest in the Surviving Company and such membership interest constitutes the only outstanding equity of the Surviving Company.

 

PIPE Financing

 

Concurrently with the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into the PIPE Subscription Agreement with the Initial PIPE Investor, pursuant to which, subject to the terms and conditions thereof, Pubco sold 2,968,825 shares of Pubco Common Stock, PIPE Pre-funded Warrants to purchase an aggregate of 7,031,175 shares of Pubco Common Stock, and PIPE Warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock to the Initial PIPE Investor for an aggregate commitment of $100,000,000.

 

In addition, concurrently with the execution of the Merger Agreement, ATII and Forge Nano entered into the Purchaser Support Agreement with the Sponsor. Pursuant to the Purchaser Support Agreement, the Sponsor transferred an aggregate of 3,300,000 Founder Shares held by them to the PIPE Investors at the Closing in connection with the PIPE Financing and Additional PIPE Financing for no additional cash consideration.

 

Additionally, subsequent to the execution of the Merger Agreement, ATII, Pubco and Forge Nano entered into the Additional Subscription Agreements with the Additional PIPE Investors, pursuant to which and subject to the terms and conditions thereof, Pubco sold an aggregate of 2,300,000 shares of Pubco Common Stock to the Additional PIPE Investors at a subscription price of $10.00 per share, for an aggregate commitment of $23,000,000.

 

Ownership of Pubco Following the Business Combination

 

The following table sets out share ownership of Pubco immediately following the Business Combination, excluding the dilutive effect of Pubco SPAC Warrants, Pubco Forge Nano Warrants, Pubco Ascent Warrants, Pubco Options, PIPE Warrants, Reset PIPE Warrants, Additional PIPE Warrants and Earn-Out Shares:

 

   Shares   % 
ATII Public Shareholders   780,932    0.6%
Initial Shareholders(1)   3,290,000    2.6%
Forge Nano Stockholders(2)   116,015,828    90.2%
PIPE Investors(3)   8,568,825    6.6%
Total   128,655,585    100.0%

 

 

(1)Consists of (i) the 2,450,000 shares of Pubco Common Stock issued to the Sponsor and the Initial Shareholders in exchange for 2,450,000 Founder Shares (3,300,000 shares of Pubco Common Stock issued in exchange for 3,300,000 Founder Shares were transferred by the Sponsor to the PIPE Investors upon the Closing pursuant to the Purchaser Support Agreement), (ii) the 530,000 ATII Private Shares held by the Sponsor and (iii) the 310,000 ATII Private Shares held by BTIG.
(2)Consists of the 116,015,828 shares of Pubco Common Stock issuable in respect of 4,071,346 shares of Forge Nano Common Stock (including shares of Forge Nano Common Stock issued upon conversion of Forge Nano Preferred Stock immediately prior to the First Effective Time) based on the Exchange Ratio of approximately 28.4957.
(3)Consists of (i) the 2,968,825 PIPE Subscribed Shares acquired by the Initial PIPE Investor pursuant to the PIPE Subscription Agreement, (ii) the 3,300,000 Founder Shares transferred by the Sponsor to the PIPE Investors in connection with the PIPE Financing for no additional cash consideration pursuant to the Purchaser Support Agreement, and (iii) the 2,300,000 Additional PIPE Subscribed Shares acquired by the Additional PIPE Investors pursuant to the Additional PIPE Subscription Agreements at a subscription price of $10.00 per share.

 

Accounting Treatment

 

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. 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 and Forge Nano was treated as the accounting acquirer for financial statement 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.

 

Forge Nano was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

 

·Forge Nano Stockholders have the greatest voting interest in Pubco;

 

·Forge Nano Stockholders have the ability to control decisions regarding election and removal of directors and officers of Pubco;

 

·Forge Nano comprises the ongoing operations of Pubco; and

 

 

 

 

·Forge Nano’s existing senior management is the senior management of Pubco.

 

The following unaudited pro forma condensed combined balance sheet as of June 30, 2026, and 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, are based on the unaudited and audited historical financial statements of ATII and Forge Nano. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information and include immaterial rounding differences.

 

 

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2026(1)
(in thousands, except share and per share data)

  

   (1)
Forge Nano
(Historical)		   (2)
ATII
(Historical)		   Transaction
Accounting
Adjustments		    Pro Forma
Combined		 
Assets                 
Current assets                     
Cash and cash equivalents  $28,591   $415   $100,000  (A) $140,717 
              23,000  (B)    
              8,379  (E)    
              (5,228) (F)    
              (14,440) (G)    
Restricted cash and cash equivalents   1,026    —    —     1,026 
Accounts receivable - net of allowance for credit losses of $33   1,622    —    —     1,622 
Contract assets - unbilled accounts receivable   6,822    —    —     6,822 
Inventory   4,515    —    —     4,515 
Prepaid expenses and other current assets   3,007    101    1,441  (G)  4,549 
Total Current Assets   45,583    516    113,152     159,251 
Cash held in Trust Account   —    244,162    (238,404) (C)  — 
              2,621  (D)    
              (8,379) (E)    
Property and equipment - net   23,962    —    —     23,962 
Goodwill   3,124    —    —     3,124 
Intangible asset - net   1,487    —    —     1,487 
Restricted cash and cash equivalents   56    —    —     56 
Right-of-use operating lease assets   65,270    —    —     65,270 
Deposits   2,993    —    —     2,993 
Total Assets  $142,475   $244,678   $(131,010)   $256,143 
                      
Liabilities and Stockholders’ Deficit                     
Current liabilities                     
Accounts payable  $3,638   $—   $—    $3,638 
Current portion of operating lease liabilities   1,151    —    —     1,151 
Contract liabilities - deferred revenue   3,526    —    —     3,526 
Provision for loss on contract   752    —    —     752 
Accrued and other current liabilities   5,835    576    21  (G)  6,432 
Current portion of debt – net of discount   10,488    —    —     10,488 
PIPE subscription derivative liability   —    137,942    (137,942) (A)   — 
Total Current Liabilities   25,390    138,518    (137,921)    25,987 
Deferred underwriting fee payable   —    8,050    (8,050) (F)  — 
Operating lease liabilities   64,864    —    —     64,864 
Due to Sundew Technologies, LLC   2,809    —    —     2,809 
Warrant liabilities   14,965    —    128,209  (A)  143,174 
Earn-+out Shares liability   —    —    704,453  (L)  704,453 
                      
Total Liabilities   108,028    146,568    686,691     941,287 
                      
Forge Nano Preferred stock - $0.0001 par value; 4,663,753 shares authorized and 2,190,939 shares issued and outstanding   —    —    —  (H)  — 
Additional paid-in capital   185,265    —    (185,265) (H)  — 
ATII ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.62 per share   —    244,162    2,621  (D)  — 
              (238,404) (C)    
              (8,379) (J)    

 

 

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2026 — (Continued) (1)
(in thousands, except share and per share data)

  

   (1)
Forge Nano
(Historical)		   (2)
ATII
(Historical)		   Transaction
Accounting
Adjustments		    Pro Forma
Combined		 
Stockholders’ Deficit                 
ATII preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding  —   —   —    — 
ATII ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 6,590,000 shares issued and outstanding   —    1    —  (J)  — 
              (1) (K)    
Forge Nano common stock - $0.0001 par value; 4,850,000 shares authorized and 1,636,918 shares issued and outstanding   —    —    —  (H)  — 
                      
Pubco Common Stock   —    —    —  (A)  13 
              —  (B)    
              12  (H)    
              1  (K)    
Additional paid-in capital   10,820    —    109,733  (A)  — 
              23,000  (B)    
              2,822  (F)    
              (11,506) (G)    
              185,253  (H)    
              (147,567) (I)    
              8,379  (J)    
              (704,453) (L)    
              523,519  (M)    
Accumulated deficit   (161,638)   (146,053)   (1,514) (G)  (685,157)
              147,567  (I)    
              (523,519) (M)    
                      
Total Stockholders’ Deficit   (150,818)   (146,052)   (388,274)    (685,144)
Total Liabilities and Stockholders’ Deficit  $142,475   $244,678   $(131,010)   $256,143 

 

(1)Pubco was incorporated for the sole purpose of effectuating the Business Combination. It does not meet the definition of a business. It has no activities other than transaction costs which are included in the transaction accounting adjustments.

 

 

 

 

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

 

(1)Derived from the unaudited consolidated balance sheet of Forge Nano as of June 30, 2026.

 

(2)Derived from the unaudited balance sheet of ATII as of June 30, 2026.

 

(A)Reflects the receipt of $100.0 million proceeds from the PIPE Financing. Pursuant to the PIPE Subscription Agreements, Pubco sold 2,968,825 shares of Pubco Common Stock, PIPE Pre-funded Warrants to purchase an aggregate of 7,031,175 shares of Pubco Common Stock, and PIPE Warrants to purchase an aggregate of 15,000,000 shares of Pubco Common Stock to the Initial PIPE Investor for an aggregate price of $100,000,000. If, on the 24-month anniversary of the Closing Date, the Initial PIPE Investor certifies in writing that the Initial PIPE Investor beneficially owns 5,000,000 shares of Pubco Common Stock, Pubco will issue to the Initial PIPE Investor the Additional PIPE Warrants entitling the Initial PIPE Investor to purchase 5,000,000 shares of Pubco Common Stock. In the event that on the 21st Trading Day following the six-month anniversary of the Closing, the VWAP of the Common Stock is less than the Exercise Price then in effect, the Initial PIPE Investor shall receive up to 10,000,000 Reset Warrants. The PIPE Pre-funded Warrants, PIPE Warrants, Additional PIPE Warrants and Reset Warrants are precluded from equity classification under ASC 815-40, and management determined it to be classified as a liability, initially measured at fair value and subsequently remeasured through earnings until settlement. The fair value of the warrants is estimated to be $128.2 million.

 

The warrants were valued using a Monte Carlo simulation. Below are the significant assumptions used in the simulation:

 

Equity volatility:   44.0%
Risk-free rate:   4.15%
Term:   5.0 
Stock price:  $10.00 

 

Changes in those assumptions could result in different fair value measurement and therefore could have affected the amounts presented in the pro forma financial information. Because the warrants are accounted for as a liability and remeasured at fair value at each reporting date, changes in assumptions used in the valuation model may result in significant non-cash gains or losses in future periods, which could materially affect the future combined results of operations.

 

(B)Reflects the receipt of $23.0 million proceeds from the PIPE Financing. Pursuant to the PIPE Subscription Agreements, Pubco issued and sold an aggregate of 2,300,000 shares of Pubco Common Stock to the PIPE Investors.

 

(C)Reflects the redemption of 22,219,068 ATII Public Shares for aggregate redemption payments of $238.4 million at a redemption price of approximately $10.73 per share.

 

(D)Reflects the interest income earned on the cash held in Trust Account subsequent to June 30, 2026.

 

(E)Reflects the transfer of cash held in the Trust Account to cash.

 

(F)Reflects the settlement of the deferred underwriting fee payable by cash upon the Closing of the Business Combination.

 

(G)Represents transaction costs incurred by ATII and Forge Nano of approximately $4.7 million and $11.8 million, respectively. These costs are accounted for as a reduction in the combined cash account with a corresponding reduction in additional paid-in capital or accumulated deficit consistent with the treatment described in SEC Staff Accounting Bulletin Topic 5.A. These transaction costs will not recur in Pubco’s income beyond 12 months after the transaction.

 

For the ATII transaction costs, $0.5 million have been accrued and $0.9 million have been paid as of the pro forma balance sheet date. The amount of $1.8 million related to placement fee is reflected as an adjustment to additional paid-in capital. The remaining amount of $1.5 million is reflected as an adjustment to accumulated losses. The ATII estimated transaction costs exclude the deferred underwriting fee included in (F) above.

 

For the Forge Nano transaction costs, $0.6 million have been paid and recorded as deferred issuance costs as of the pro forma balance sheet date. $2.0 million related to the D&O insurance is reflected as an adjustment to prepaid expenses. The amount of $9.8 million is included as an adjustment to additional paid-in capital.

 

(H)Represents the issuance of 116,015,828 shares of Pubco Common Stock to the existing stockholders of Forge Nano.

 

 

 

 

(I)Reflects the elimination of ATII’s historical accumulated deficit after recording the transaction costs as described in (G) above.

 

(J)Reflects the reclassification of 780,932 ordinary shares subject to possible redemption to permanent equity.

 

(K)Represents the conversion of 7,370,932 ATII Ordinary Shares, par value of $0.0001 per share, into the same number of shares of Pubco Common Stock, par value of $0.0001 per share.

 

(L)Represents the recognition of the Earn-Out Shares liability upon the Closing. The Earn-Out Shares are precluded from equity classification under ASC 815-40, and management determined it to be classified as a liability, initially measured at fair value and subsequently remeasured through earnings until settlement. The fair value of the Earn-Out Shares is estimated to be $704.5 million.

 

The Earn-Out Shares were valued using a Monte Carlo simulation. Below are the significant assumptions used in the simulation:

 

Equity volatility:   44.0%
Risk-free rate:   4.15%
Term:   5.0 
Stock price:  $10.00 

 

Changes in those assumptions could result in different fair value measurement and therefore could have affected the amounts presented in the pro forma financial information. Because the Earn-Out Shares are accounted for as a liability and remeasured at fair value at each reporting date, changes in assumptions used in the valuation model may result in significant non-cash gains or losses in future periods, which could materially affect the future combined results of operations.

 

(M)Represents the reclassification among equity to avoid negative additional paid-in capital.

 

 

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026(1)
(in thousands, except share and per share data)

 

   (1)
Forge Nano
(Historical)		   (2)
ATII
(Historical)		   Transaction
Accounting
Adjustments		    Pro Forma
Combined		 
Net Sales                 
Tool manufacturing and related services  $3,136   $—   $—    $3,136 
Coating services   614    —    —     614 
Battery manufacturing   351    —    —     351 
Total Net Sales   4,101    —    —     4,101 
Cost of Sales                     
Tool manufacturing and related services   4,394    —    —     4,394 
Coating services   2,666    —    —     2,666 
Battery manufacturing   139    —    —     139 
Total Cost of Sales   7,199    —    —     7,199 
Gross loss   (3,098)   —    —     (3,098)
Operating Expenses                     
General and administrative expenses   20,676    1,426    (60) (BB)  22,042 
Total operating expenses   20,676    1,426    (60)    22,042 
Operating Loss   (23,774)   (1,426)   60     (25,140)
Other income (expense)                     
Interest earned on cash in bank account   —    19    —     19 
Interest earned on cash held in Trust Account   —    4,301    (4,301) (AA)  — 
PIPE subscription expense   —    (100,000)   100,000  (CC)  — 
Change in fair value of PIPE subscription derivative liability   —    (37,942)   37,942  (CC)  — 
Interest income   220    —    —     220 
Grant income   1,819    —    —     1,819 
Other income   70    —    —     70 
Interest expense, change in fair value, and amortization of debt discount   (10,866)   —    —     (10,866)
Other expense   (19)   —    —     (19)
Total other income, net   (8,776)   (133,622)   133,641     8,757 
Net (loss) income  $(32,550)  $(135,048)  $(133,701)   $(33,897)
                      
Net Loss Per Share, Basic and Diluted  $(19.42)                
Basic and diluted net loss per share, redeemable ordinary shares       $(4.56)           
Basic net loss per share, non-redeemable ordinary shares       $(4.56)           
Diluted net loss per share, non-redeemable ordinary shares       $(4.56)           
Weighted average number of shares outstanding, basic and diluted                   128,655,585 
Net loss per share, basic and diluted                  $(0.26)

 

 

(1)Pubco was incorporated for the sole purpose of effectuating the Business Combination. It does not meet the definition of a business. It has no activities other than transaction costs which are included in the transaction accounting adjustments.

 

 

 

 

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

 

(1)Derived from the unaudited consolidated statement of operations of Forge Nano for the six months ended June 30, 2026.
(2)Derived from the unaudited statement of operations of ATII for the six months ended June 30, 2026.
(AA)Represents an adjustment to eliminate interest earned on cash held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.
(BB)Represents an adjustment to eliminate administrative service fees that will cease at the Business Combination.
(CC)Represents the elimination of PIPE subscription expense and change in fair value of PIPE subscription derivative liability after giving effect to the Business Combination as if it had occurred on January 1, 2025.

 

 

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025(1)
(in thousands, except share and per share data)

 

   (1)
Forge Nano
(Historical)		   (2)
ATII
(Historical)		   Transaction
Accounting
Adjustments		    Pro Forma
Combined		 
Net Sales                 
Tool manufacturing and related services  $4,625   $—   $—    $4,625 
Coating services   1,429    —    —     1,429 
Battery manufacturing   1,334    —    —     1,334 
Total Net Sales   7,388    —    —     7,388 
Cost of Sales                     
Tool manufacturing and related services   6,239    —    —     6,239 
Coating services   3,921    —    —     3,921 
Battery manufacturing   1,085    —    —     1,085 
Total Cost of Sales   11,245    —    —     11,245 
Gross loss   (3,857)   —    —     (3,857)
Operating Expenses                     
General and administrative expenses   40,788    786    1,514  (CC)  42,981 
              (107) (BB)    
Total operating expenses   40,788    786    1,407     42,981 
Operating Loss   (44,645)   (786)   (1,407)    (46,838)
Other income (expense)                     
Interest earned on cash in bank account   —    62    —     62 
Interest earned on cash held in Trust Account   —    8,711    (8,711) (AA)  — 
Interest income   637    —    —     637 
Grant income   7,062    —    —     7,062 
Other income   865    —    —     865 
Interest expense, change in fair value, and amortization of debt discount   (6,515)   —    —     (6,515)
Other expense   (578)   —    —     (578)
Total other income, net   1,471    8,773    (8,711)    1,533 
Net (loss) income  $(43,174)  $7,987   $(10,118)   $(45,305)
                      
Net Loss Per Share, Basic and Diluted  $(27.94)                
Basic and diluted net income per share, redeemable ordinary shares       $0.30            
Basic net income per share, non-redeemable ordinary shares       $0.30            
Diluted net income per share, non-redeemable ordinary shares       $0.30            
Weighted average number of shares outstanding, basic and diluted                   128,655,585 
Net loss per share, basic and diluted                  $(0.35)

 

 

(1)Pubco was incorporated for the sole purpose of effectuating the Business Combination. It does not meet the definition of a business. It has no activities other than transaction costs which are included in the transaction accounting adjustments.

 

 

 

 

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

 

(1)Derived from the audited consolidated statement of operations of Forge Nano for the year ended December 31, 2025.
(2)Derived from the audited statement of operations of ATII for the year ended December 31, 2025.
(AA)Represents an adjustment to eliminate interest earned on cash held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.
(BB)Represents an adjustment to eliminate administrative service fees that will cease at the Business Combination.
(CC)Represents the effect of the pro forma balance sheet adjustment presented in (G) above in the aggregate amount of $1.5 million for the direct, incremental costs of the Business Combination incurred by ATII. As these costs are directly related to the Business Combination, they are not expected to recur in the income of Pubco beyond 12 months after the Business Combination.

 

 

 

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

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.

 

 

 

 

Accounting Policies

 

Upon consummation of the Business Combination, management of Pubco performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management of Pubco did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

 

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

 

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

 

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the Transaction Accounting Adjustments and present the Management’s Adjustments. ATII has elected not to present Management’s Adjustments and is only presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to include all necessary Transaction Accounting Adjustments pursuant to Article 11 of Regulation S-X, including those that are not expected to have a continuing impact.

 

The unaudited and audited historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to Transaction Accounting Adjustments that reflect the accounting for the transaction under GAAP. Forge Nano and ATII have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

 

The pro forma combined statements of operations do not reflect a provision for income taxes or any amounts that would have resulted had Pubco filed consolidated income tax returns during the periods presented. The pro forma condensed combined balance sheet does not reflect the deferred taxes of Pubco as a result of the Business Combination. Since it is likely that Pubco will record a valuation allowance against the total U.S. and state deferred tax assets given the net operating losses as the recoverability of the tax assets is uncertain, the tax provision is zero.

 

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of Pubco Common Stock outstanding, assuming the Business Combination occurred on January 1, 2025.

 

(in thousands, except share and per share data)  As of June 30,
2026		 
Net loss  $(33,897)
Stockholders’ deficit   (685,144)
Weighted average shares outstanding of common stock(1)   128,655,585 
Net loss per common share, basic and diluted  $(0.26)
Book deficit per share  $(5.33)

 

 

(1)For the purposes of calculating diluted earnings per share, all (i) the 11,500,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants that were originally issued as ATII Public Warrants as part of the ATII Public Units in the IPO, (ii) the 420,000 shares of Pubco Common Stock underlying the Pubco SPAC Warrants that were originally issued as ATII Private Warrants as part of the ATII Private Units issued in a private placement that closed simultaneously with the closing of the IPO, (iii) the 7,031,175 shares of Pubco Common Stock underlying the PIPE Pre-funded Warrants, (iv) the 15,000,000 shares of Pubco Common Stock underlying the PIPE Warrants, (v) the 10,000,000 shares of Pubco Common Stock underlying the Reset PIPE Warrants, (vi) the 5,000,000 shares of Pubco Common Stock underlying the Additional PIPE Warrants, (vii) the 421,792 shares of Pubco Common Stock underlying the Pubco Forge Nano Warrants, (viii) the 3,562,305 shares of Pubco Common Stock underlying the Pubco Ascent Warrants, (ix) the 11,959,924 shares of Pubco Common Stock underlying the Pubco Options, (x) the 8,744,864 shares of Pubco Common Stock underlying the Employee Earnout PSUs, or (xi) the 90,000,000 Earn-Out Shares, should have been assumed to have been exercised or issued. However, since this results in anti-dilution, the effect of such exercise or issuance was not included in calculation of diluted earnings per share.