Archimedes Tech SPAC II Files S-1/A Amendment

TL;DR

SPAC filing update from Archimedes Tech SPAC Partners II Co. - IPO plans progressing.

AI Summary

Archimedes Tech SPAC Partners II Co. filed an S-1/A amendment on February 5, 2025, for its initial public offering. The company, incorporated in the Cayman Islands, is a blank check company focused on the technology sector. The filing provides updated information regarding its registration statement, with SEC file number 333-282885.

Why It Matters

This filing indicates Archimedes Tech SPAC Partners II Co. is moving forward with its public offering plans, which could lead to a future acquisition or merger target for investors.

Risk Assessment

Risk Level: medium — SPACs inherently carry risks related to finding a suitable target company and completing a merger within a specified timeframe.

Key Numbers

• 333-282885 — SEC File Number (Identifies this specific registration filing)

Key Players & Entities

• Archimedes Tech SPAC Partners II Co. (company) — Registrant
• February 5, 2025 (date) — Filing date
• 333-282885 (other) — SEC File Number
• Cayman Islands (location) — Jurisdiction of incorporation
• Long Long (person) — Chief Executive Officer
• Mitchell S. Nussbaum (person) — Legal Counsel (Loeb & Loeb LLP)
• Giovanni Caruso (person) — Legal Counsel (Loeb & Loeb LLP)
• Joel L. Rubinstein (person) — Legal Counsel (White & Case LLP)
• Daniel E. Nussen (person) — Legal Counsel (White & Case LLP)

FAQ

Key Financial Figures

• $200,000,000 — ARY 5 , 2025 PRELIMINARY PROSPECTUS $200,000,000 Archimedes Tech SPAC Partners II Co.
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one ordinary share and
• $11.50 — rchase one ordinary share at a price of $11.50 per share, subject to adjustment as des
• $100,000 — ds withdrawn to pay our taxes and up to $100,000 of interest to pay dissolution expenses
• $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
• $25,000 — dinary shares (which were purchased for $25,000 and which we refer to as "founder share
• $290,000 — ount. Additionally, we will repay up to $290,000 in loans made to us by our sponsor to c
• $10,000 — an affiliate thereof an amount equal to $10,000 per month for office space, administrat
• $1,500,000 — ded initial business combination; up to $1,500,000 of such loans may be convertible into p
• $7.60 — ull Exercise of Over-Allotment Option $7.60 $7.01 $2.99 $6.04 $3.96 $4.18 $5.
• $7.01 — rcise of Over-Allotment Option $7.60 $7.01 $2.99 $6.04 $3.96 $4.18 $5.82 $(0
• $2.99 — f Over-Allotment Option $7.60 $7.01 $2.99 $6.04 $3.96 $4.18 $5.82 $(0.95) $
• $6.04 — Allotment Option $7.60 $7.01 $2.99 $6.04 $3.96 $4.18 $5.82 $(0.95) $10.95
• $3.96 — nt Option $7.60 $7.01 $2.99 $6.04 $3.96 $4.18 $5.82 $(0.95) $10.95 Assumin

Filing Documents

• arct20250205d_s1a.htm (S-1/A) — 2379KB
• 0001437749-25-002910.txt ( ) — 2380KB

RISK FACTORS

RISK FACTORS 33 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 74

USE OF PROCEEDS

USE OF PROCEEDS 76 DIVIDEND POLICY 80

DILUTION

DILUTION 81 CAPITALIZATION 84

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 85 PROPOSED BUSINESS 90 MANAGEMENT 113 PRINCIPAL SHAREHOLDERS 122 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 125

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 127 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 143

UNDERWRITING

UNDERWRITING 153 LEGAL MATTERS 162 EXPERTS 162 WHERE YOU CAN FIND ADDITIONAL INFORMATION 162 INDEX TO FINANCIAL STATEMENTS F-1 This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. i Table of Contents SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under " Risk Factors " and our financial statements and the related notes included elsewhere in this prospectus, before investing. General Archimedes Tech SPAC Partners II Co. is a blank check company newly incorporated in the Cayman Islands as an exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses, which we refer to throughout this prospectus as our "initial business combination." To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combi

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