8-A12B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
INNIO N.V.
(Exact name of registrant as specified in its charter)
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The Netherlands (State or other jurisdiction of incorporation or organization) |
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Not Applicable (I.R.S. Employer Identification No.) |
Nymphenburger Strasse 5 80335 Munich Germany |
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1101 W. St. Paul Ave. Waukesha, WI 53188 |
(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered |
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Name of each exchange on which
each class is to be registered |
Common shares, nominal value EUR 0.04 per share |
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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. ☒
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: 333-295751.
Securities to be registered pursuant to Section 12(g) of the Act: None.
Item 1. Description of Registrant’s Securities to be Registered.
The description of the common shares, nominal value EUR 0.04 per share, of INNIO N.V. (the “Company”) as included under the caption “Description of Share Capital and Articles of Association” in the Prospectus forming a part of the Company’s Registration Statement on Form S-1, originally filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2026 (File No. 333-295751) and as subsequently amended (the “Registration Statement”), is hereby incorporated by reference herein. In addition, the above-referenced description included in any Prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be 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 Company are registered on the Nasdaq Stock Market, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on June 4, 2026.
INNIO N.V.
By: /s/ Olaf Berlien
Name: Olaf Berlien
Title: Chief Executive Officer and President
By: /s/ Dennis Schulze
Name: Dennis Schulze
Title: Chief Financial Officer
