Forge Nano Completes SPAC Merger, Debuts on Nasdaq With $123M PIPE and 218.7M Shares
NANO is trading near its 52-week low of $3.9 (8.5% above the low).
Summary
Forge Nano closed its SPAC merger with ATII on October 22, 2026 and now trades as NANO, having raised about $123 million in PIPE money at $10.00 per share while 22.2 million SPAC shares redeemed for roughly $238.4 million. The post-closing count is 128.7 million shares, or 218.7 million including 90 million escrowed Earn-Out Shares.
Key Events · M&A and Partnerships · NANO
-
SPAC Merger Closes, NANO Begins Trading
The Domestication Merger closed October 21, 2026 and the Company Mergers closed October 22, 2026; Pubco Common Stock and warrants began trading on Nasdaq as NANO and NANOW on October 22, 2026.
-
$123M PIPE Priced at $10.00
The Initial PIPE Investor bought 2,968,825 shares, 7,031,175 Pre-Funded Warrants and 15,000,000 PIPE Warrants for $100,000,000; additional investors bought 2,300,000 shares for $23,000,000, all at $10.00 per share.
-
Heavy Redemptions Drain the Trust
Holders redeemed 22,219,068 ATII public shares for approximately $238.4 million at about $10.73 per share, leaving roughly $8.4 million in the Trust Account before closing.
-
Share Count: 128.7M, or 218.7M With Earn-Outs
128,655,585 shares were issued and outstanding at closing; adding the 90,000,000 Earn-Out Shares held by the Escrow Agent brings the count to 218,655,585.
Analysis · NANO · Technology
Forge Nano is now a public company: the ATII SPAC merger closed October 22, 2026, and NANO began trading that day. The capital structure is the story. Roughly $123 million of PIPE money came in at $10.00 per share ($100 million from the initial investor plus $23 million from additional investors), but 22.2 million SPAC public shares redeemed for about $238.4 million, leaving only about $8.4 million in the trust. The company issued 128.7 million shares at closing, and another 90 million Earn-Out Shares sit in escrow — those are already issued and outstanding, so the fully diluted count is 218.7 million before any warrants or options. The Earn-Out and PSU hurdles ($15/$20/$25 per share, or $400M/$600M/$800M revenue) are aggressive against a business that posted $7.4 million of 2025 revenue and a $3.9 million gross loss. The PIPE warrants carry a reset to a $5.00 floor six months after closing, which can add up to 10 million more warrants if the stock trades below the strike. With the stock at $4.23, that reset is in the money against the $10.00 strike and is a live dilution risk.
How filings like this one have moved
In the 30 days to Oct 28, 2026, 47.8% of the 247 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -1.00%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, NANO was trading at $4.23 on NASDAQ in the Technology sector, with a market capitalization of approximately $125.2M. The 52-week trading range was $3.90 to $11.96. This filing was assessed with neutral market sentiment and an importance score of 9 out of 10.