Archimedes Tech SPAC II Files IPO Amendment

TL;DR

SPAC filing update from Archimedes Tech SPAC Partners II Co. - IPO process continues.

AI Summary

Archimedes Tech SPAC Partners II Co. filed an S-1/A amendment on February 3, 2025, for its initial public offering. The company, incorporated in the Cayman Islands, is a blank check company focused on the real estate and construction sector. Its principal executive offices are located at 2093 Philadelphia Pike, Claymont, DE 19703.

Why It Matters

This filing indicates Archimedes Tech SPAC Partners II Co. is moving forward with its plans to go public, potentially leading to a future acquisition or business combination in the real estate and construction industry.

Risk Assessment

Risk Level: medium — SPACs inherently carry risks related to their ability to find and complete a suitable business combination within a specified timeframe.

Key Numbers

• 333-282885 — SEC File Number (Identifies this specific SEC filing)
• 25583904 — Film Number (Internal SEC processing number)

Key Players & Entities

• Archimedes Tech SPAC Partners II Co. (company) — Registrant
• February 3, 2025 (date) — Filing date
• Cayman Islands (jurisdiction) — Place of incorporation
• 6770 (industry_code) — Standard Industrial Classification for Blank Checks
• Long Long (person) — Chief Executive Officer
• 2093 Philadelphia Pike #1968 Claymont, DE 19703 (address) — Principal executive offices
• (725) 312-2430 (phone_number) — Business phone number
• Mitchell S. Nussbaum (person) — Legal counsel (Loeb & Loeb LLP)
• Giovanni Caruso (person) — Legal counsel (Loeb & Loeb LLP)
• Loeb & Loeb LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $25,000 — r, paid certain offering costs totaling $25,000, or approximately $0.004 per share, in
• $0.004 — osts totaling $25,000, or approximately $0.004 per share, in exchange for an aggregate
• $0.0001 — of 5,750,000 founder shares, par value $0.0001 per share. The number of founder shares
• $10.00 — its is exercised in full) at a price of $10.00 per unit ($7,650,000 in the aggregate,
• $7,650,000 — in full) at a price of $10.00 per unit ($7,650,000 in the aggregate, or $8,400,000 in the
• $8,400,000 — r unit ($7,650,000 in the aggregate, or $8,400,000 in the aggregate if the underwriters' o

Filing Documents

• arct20250203_s1a.htm (S-1/A) — 74KB
• ex_773822.htm (EX-3.2) — 340KB
• w01.jpg (GRAPHIC) — 10KB
• 0001437749-25-002634.txt ( ) — 429KB

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows: Legal fees and expenses $ 275,000 Accounting fees and expenses 100,000 SEC/FINRA expenses 70,000 Nasdaq listing and filing fees 80,000 Printing and engraving expenses 30,000 Miscellaneous expenses 245,000 Total offering expenses $ 800,000

INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Cayman Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will enter into indemnity agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association also will permit us to purchase and maintain insurance on behalf of any officer or director who at the request of the Company is or was serving as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability as provided in the amended and restated memorandum and articles of association. We will purchase a policy of directors' and officers' liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, offic

RECENT SALES OF UNREGISTERED SECURITIES

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. On June 7, 2024, Archimedes Tech SPAC Sponsors II LLC, our sponsor, paid certain offering costs totaling $25,000, or approximately $0.004 per share, in exchange for an aggregate of 5,750,000 founder shares, par value $0.0001 per share. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion of this offering (not including the private units and assuming the sponsor does not purchase any units in this offering). Such securities were issued in connection with our incorporation pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. In addition, our sponsor and BTIG have committed to purchase from us an aggregate of 765,000 private units (or 840,000 private units if the underwriters' option to purchase additional units is exercised in full) at a price of $10.00 per unit ($7,650,000 in the aggregate, or $8,400,000 in the aggregate if the underwriters' option to purchase additional units is exercised in full). This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. II-1

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits. The following exhibits are being filed herewith: Exhibit Description 1.1** Form of Underwriting Agreement 3.1** Memorandum and Articles of Association 3.2* Form of Amended and Restated Memorandum and Articles of Association 4.1** Specimen Unit Certificate 4.2** Specimen Ordinary Share Certificate 4.3** Specimen Warrant Certificate (included in Exhibit 4.4) 4.4** Form of Warrant Agreement between Odyssey Transfer and Trust Company and the Registrant 5.1** Opinion of Walkers (Cayman) LLP 5.2** Opinion of Loeb & Loeb LLP 10.1** Promissory Note, dated June 7, 2024 and as amended as of September 30, 2024 and December 31, 2024, issued to Archimedes Tech SPAC Sponsors II LLC 10.2** Amended and Restated Securities Subscription Agreement, dated June 25, 2024, between the Registrant and Archimedes Tech SPAC Sponsors II LLC 10.3** Form of Letter Agreement among the Registrant, its directors and officers, and Archimedes Tech SPAC Sponsors II LLC 10.4** Form of Investment Management Trust Agreement between Odyssey Transfer and Trust Company and the Registrant 10.5** Form of Registration Rights Agreement between the Registrant and certain security holders 10.6** Form of Private Units Purchase Agreement between the Registrant and Archimedes Tech SPAC Sponsors II LLC 10.7** Form of Indemnity Agreement 10.8** Form of Administrative Services Agreement by and between the Registrant and an affiliate of the Registrant 14** Form of Code of Conduct 23.1** Consent of Withum Smith + Brown, PC 23.2** Consent of Walkers (Cayman) LLP (included in Exhibit 5.1) 23.3** Consent of Loeb & Loeb LLP (included in Exhibit 5.2) 99.1** Consent of Eric R. Ball to be named as director nominee 99.2** Consent of Stephen N. Cannon to be named as director nominee 99.3** Consent of Jack Crawford to be named as director nominee 99.4** Consent of Vishwesh Pai to be na

UNDERTAKINGS

ITEM 17. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (c) The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, e

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Claymont, State of Delaware, on the 3rd day of February, 2025. Archimedes Tech SPAC Partners II Co. By: /s/ Long Long Name: Long Long Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Name Position Date /s/ Long Long Chief Executive Officer, Chief Financial Officer and Director February 3, 2025 Long Long (principal executive officer and principal financial and accounting officer) II-4

View Full Filing

View this S-1/A filing on SEC EDGAR