Atii Holdings Inc
10/21/2026 | Press release | Distributed by Public on 10/21/2026 14:30
New Listing Registration (Form 8-A12B)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FORGE NANO HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 41-2980280 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
12300 Grant St. #100 Thornton, CO |
80241 | |
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of each class to be so registered |
Name of each exchange on which each class is to be registered |
|
| Common stock, $0.0001 par value per share | The Nasdaq Stock Market LLC | |
| Redeemable warrants, each exercisable for one share of common stock at a price of $11.50 per share | The Nasdaq Stock Market LLC |
| If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x |
| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨ |
| If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨ |
Securities Act registration statement file number to which this form relates: 333-295563
Securities to be registered pursuant to Section 12(g) of the Act: None.
| Item 1. | Description of Registrant's Securities to be Registered. |
The securities to be registered hereby are (i) shares of common stock, par value $0.0001 per share, of Forge Nano Holdings, Inc. (formerly ATII Holdings Inc.) (the "Registrant"), and (ii) redeemable warrants, each whole warrant exercisable for one share of common stock at a price of $11.50 per share. A description of the shares of common stock and redeemable warrants to be registered hereunder is contained in the section entitled "Description of Pubco Securities" in the proxy statement/prospectus included in the Registrant's Registration Statement on Form S-4 (Registration No. 333-295563) initially filed with the Securities and Exchange Commission on May 5, 2026, as amended from time to time (the "Registration Statement"). This information is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is filed subsequently to the Registration Statement is hereby also incorporated by reference herein.
| Item 2. | Exhibits. |
Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The Nasdaq Stock Market, LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: October 21, 2026 | FORGE NANO HOLDINGS, INC. | |
| By: | /s/ Long Long | |
| Name: | Long Long | |
| Title: | Chief Executive Officer | |
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Atii Holdings Inc published this content on October 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 21, 2026 at 20:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]