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Forge Nano moves to suspend predecessor reporting

The common stock and warrants remain listed on the Nasdaq Global Market and are unaffected by the Form 15.

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Form Type
15-12G

Rhea-AI Filing Summary

Forge Nano Holdings, Inc. filed a Form 15 as successor by merger to Archimedes Tech SPAC Partners II Co. to suspend the predecessor’s obligation to file reports under Section 15(d). Archimedes merged into Forge Nano Holdings on October 21, 2026, in connection with the business combination with Forge Nano, Inc. The company’s common stock (NANO) and warrants (NANOW) remain listed on the Nasdaq Global Market and are unaffected by the notice.

Unit composition 1 Ordinary Share and one-half of 1 redeemable Warrant Each unit covered by the Form
Shares per whole warrant 1 Common Stock share Each whole warrant is exercisable for this number of shares
Warrant exercise price $11.50 per share Exercise price for each whole warrant
Common Stock par value $0.0001 per share Par value stated for the Common Stock
successor by merger regulatory
"as successor by merger to Archimedes Tech SPAC Partners II Co."
Section 15(d) regulatory
"obligation to file reports under Section 15(d)"
Section 15(d) is a U.S. securities law rule that can require a company to keep filing regular public financial reports with regulators after it sells stock in certain offerings, even if it otherwise would stop reporting. Think of it like a store that must continue posting its receipts so buyers can check its health; for investors, it preserves ongoing disclosure and helps them track a company’s finances and risks that might affect the stock.
redeemable Warrant financial
"one-half of one redeemable Warrant"
A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.
exercise price financial
"at an exercise price of $11.50 per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 15

 

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)

OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS

UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  

Commission File Number: 001-42514

 

Forge Nano Holdings, Inc.
(Exact name of registrant as specified in its charter)
 

12300 Grant St. #100

Thornton, Colorado, 80241

(720) 259-8579 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Units, each consisting of one Ordinary Share and one-half of one redeemable Warrant Ordinary Shares, par value $0.0001 per share Warrants, each whole warrant exercisable for one Ordinary Share

(Title of each class of securities covered by this Form)
 

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

 

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

 

  Rule 12g-4(a)(1)  ☒
  Rule 12g-4(a)(2)  ☐
  Rule 12h-3(b)(1)(i)  ☒
  Rule 12h-3(b)(1)(ii)  ☐
  Rule 15d-6  ☐
  Rule 15d-22(b) ☐

 

Approximate number of holders of record as of the certification or notice date: None

 

   

 

Explanatory Note

 

This Form 15 is filed by Forge Nano Holdings, Inc., a Delaware corporation (formerly, ATII Holdings Inc.) (the “Filer”), as successor by merger to Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (“ATII”), which merged with and into the Filer on October 21, 2026 in connection with the business combination with Forge Nano, Inc., to suspend ATII’s obligation to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended. The shares of common stock of the Filer, par value $0.0001 per share (the “Common Stock”), and the warrants of the Filer, each exercisable for one share of Common Stock at an exercise price of $11.50 per share, remain listed on the Nasdaq Global Market under the ticker symbols “NANO” and “NANOW”, respectively, and are unaffected by this Form 15.

 

 

   

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Forge Nano Holdings, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

 

  Forge Nano Holdings, Inc.  
Date: November 4, 2026    
  By: /s/ Michael Kleinberg  
  Name: Michael Kleinberg  
  Title: Chief Financial Officer  

 

 

 

 

 

   

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