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) |
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12300 Grant St. #100
Thornton, Colorado, 80241
(720) 259-8579
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(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices) |
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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
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| (Title of each class of securities covered by this Form) |
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None |
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(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:
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Rule 12g-4(a)(1) |
☒ |
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Rule 12g-4(a)(2) |
☐ |
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Rule 12h-3(b)(1)(i) |
☒ |
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Rule 12h-3(b)(1)(ii) |
☐ |
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Rule 15d-6 |
☐ |
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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.
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Forge Nano Holdings, Inc. |
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| Date: November 4, 2026 |
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By: |
/s/ Michael Kleinberg |
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Name: |
Michael Kleinberg |
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Title: |
Chief Financial Officer |
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