Lichti Discloses 7.5% Stake in Forge Nano After Merger
Key Facts
Paul Lichti, chief executive of Forge Nano Holdings, disclosed beneficial ownership of 16,532,751 shares, equivalent to 7.5% of the company’s shares, according to a Schedule 13D disclosure dated October 29, 2026. The stake follows completion of the company’s merger, through which Lichti received shares and options to purchase shares. The disclosure calculated the percentage based on the number of shares outstanding on October 22, plus certain options exercisable within 60 days. This means the reported figure is not limited to shares he received directly at closing. The disclosure also excludes rights and performance units contingent on achieving certain milestones.
At the merger’s completion on October 22, Lichti received 15,644,258 common shares, along with options to purchase 1,380,471 shares. Of those options, 888,493 were exercisable or could become exercisable within 60 days of the disclosure date, and that amount was included in the calculation of beneficial ownership and the reported percentage. The calculation was based on 218,655,585 shares outstanding on October 22, assuming exercise of those options. The number of options counted toward the percentage therefore differs from the total options Lichti received in the transaction. The disclosure said he also had the right to receive 11,773,192 contingent shares and received 1,035,356 performance share units, but neither was included in the reported beneficial ownership figure.
The shares counted in the disclosure were reported as acquired for investment purposes in connection with the merger. Lichti said he currently had no plans or proposals regarding the corporate actions covered by Schedule 13D, while retaining the ability to consider proposals in the future. He also said he had not conducted transactions in the company’s shares during the preceding 60 days, except for the merger-related transactions listed in the disclosure. This statement places the holding in the context of the transaction that completed Forge Nano’s transition to public trading. The disclosure does not describe any subsequent open-market purchases by Lichti during the period it covers.
The shares Lichti retained after completion of the merger are subject to an agreement barring their transfer, subject to customary exceptions, until the earlier of two dates. The restriction ends six months after closing, or if the last reported sale price of the shares reaches or exceeds $12 on 20 trading days within any 30-trading-day period after closing. The condition therefore links the release of the shares either to the passage of time or to a specified price test. The disclosure sets out the scope and terms of the restriction, without indicating that either date has already been reached. These restrictions are part of the transaction terms under which Lichti received the shares and options.
Forge Nano announced on October 21 that it had completed its merger with Archimedes Tech SPAC Partners II, and said the shares and warrants would begin trading on Nasdaq the following day under the symbols NANO and NANOW. Shareholders of the special purpose acquisition company had approved the transaction at a special meeting held on October 16. Forge Nano described its business as combining semiconductor manufacturing equipment and advanced battery materials, and said it had developed its Atomic Armor platform for precise nanoscale surface coatings. It also announced an expansion of its semiconductor manufacturing presence in Taiwan, a strengthening of its strategic relationship with Samsung SDI, and the start of construction on a battery plant in North Carolina. These developments provide industrial context for the company’s recent listing, as its business is tied to semiconductor and battery manufacturing supply chains.
Closing data showed NANO falling to $4.16 on October 29, from $6.13 on October 23, its first close in the recorded series after trading began. Between those dates, the stock closed at $5 on October 26, $4.67 on October 27 and $4.22 on October 28. The stock had closed at $9.81 on October 21 and $10.10 on October 22, before falling to $6.13 on October 23, a daily decline of 39.31%. The recorded prices show consecutive declines over the following trading sessions, reaching the close reported in EL7 data for the day before the disclosure. The data did not report a high or low price for the October 29 session.