Archimedes Tech SPAC Partners II Co.

Archimedes Tech SPAC Partners II Co. is a blank check company, or Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on June 7, 2024, with the sole purpose of effecting a business combination with one or more operating businesses ¹. The company has not engaged in any operations or generated any revenue to date, classifying it as a "shell company" under the Securities Exchange Act of 1934 ². Its primary business activity since its Initial Public Offering (IPO) has been identifying and evaluating suitable acquisition transaction candidates ³.

The company's core business model is to identify and acquire a target business, primarily focusing on the technology industry, specifically the artificial intelligence, cloud services, and automotive technology sectors ⁴. Revenue generation is not expected until after the completion of an initial business combination ⁵. The company generates non-operating income through interest earned on funds held in its trust account and bank account ⁶. The company aims to leverage its management team's industry knowledge, relationships, capital, and public vehicle to find and attract a technology business that would benefit from public market access ⁷.

The company's strategy is to identify and complete an initial business combination with a target operating in the technology industry, with a focus on artificial intelligence, cloud services, and automotive technology sectors ⁸. While the initial focus is on potential opportunities in the United States, the global nature of the technology industry means international opportunities may also be pursued ⁹. The management team plans to identify and contact potential target businesses, evaluate possible business combinations, and leverage their network and experience to support the target business post-acquisition ¹⁰.

The company believes its competitive strengths lie in its management team's deep operational and product experience, extensive networks, and track records as investors, advisors, and board members ¹¹. They emphasize their experience in recognizing key technology trends, identifying strong management teams, operating experience, deep network and connections to company founders, and prior SPAC experience ¹². The investment criteria include targeting businesses with clear and sustainable competitive advantages, high growth potential and cash flow, experienced management teams, attractive valuations, and those that would benefit from being a public company ¹³.

For the fiscal year ended December 31, 2025, the company reported a net income of $7,986,738 ¹⁴. This consisted of interest earned on cash held in the trust account of $8,710,969 ¹⁵ and interest earned on cash in the bank account of $61,744 ¹⁶, offset by general and administrative expenses of $785,975 ¹⁷. In comparison, for the period from June 7, 2024 (inception) through December 31, 2024, the company had a net loss of $78,700 ¹⁸, which was solely due to general and administrative expenses ¹⁹. Cash used in operating activities for the year ended December 31, 2025, was $739,050 ²⁰, while for the period from June 7, 2024, through December 31, 2024, it was $0 ²¹. As of December 31, 2025, cash held in the trust account was $239,860,969 ²², and cash outside the trust account was $1,362,766 ²³. Total liabilities as of December 31, 2025, were $8,187,516 ²⁴, including a deferred underwriting fee payable of $8,050,000 ²⁵. The company had no long-term debt ²⁶. Basic and diluted net income per share for redeemable ordinary shares was $0.30 ²⁷ for the year ended December 31, 2025.

The company consummated its IPO on February 12, 2025, selling 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000 ²⁸. Simultaneously, a private placement of 840,000 units at $10.00 per unit generated total proceeds of $8,400,000 ²⁹. Following these transactions, $231,150,000 ³⁰ was placed in a trust account. Transaction costs amounted to $13,175,520 ³¹, comprising a $4,600,000 ³² cash underwriting fee, $8,050,000 ³³ deferred underwriting fee, and $525,520 ³⁴ in other offering costs. The company also established three subsidiaries in December 2025: ATII Merger Sub Inc., ATII Merger Sub II, LLC, and ATII Holdings Inc., all direct, wholly-owned subsidiaries, with the latter formed to facilitate the business combination ³⁵.

The company's primary objective is to complete an initial business combination within 21 months from the closing of its IPO, which occurred on February 12, 2025 ³⁶. This timeline implies a deadline of November 12, 2026, for the consummation of a business combination ³⁷. If a business combination is not completed within this "completion window," the company will cease all operations except for winding up, redeem its public shares at a per-share price equal to the aggregate amount then on deposit in the trust account (including interest, net of taxes and up to $100,000 ³⁸ for dissolution expenses), and then liquidate and dissolve ³⁹.

The company intends to focus its search for businesses in the technology industry, specifically targeting the artificial intelligence, cloud services, and automotive technology sectors ⁴⁰. This strategic focus is driven by the management team's collective experience and networks within these areas ⁴¹. While the initial focus is on the United States, the global nature of the technology industry means international opportunities may also be pursued ⁴². The company plans to leverage its team's expertise to identify high-growth potential businesses with clear and sustainable competitive advantages and experienced management teams ⁴³.

Management anticipates incurring significant costs in the pursuit of its acquisition plans ⁴⁴. The company generates non-operating income from interest on funds held in the trust account and its bank account ⁴⁵. General and administrative expenses are reviewed and monitored by the Chief Executive Officer to manage and forecast cash, ensuring sufficient capital is available to complete a business combination ⁴⁶. The company has an agreement to pay its sponsor a monthly fee of $10,000 ⁴⁷ for office space, administrative, and support services, which commenced on February 10, 2025, and will continue until the earlier of the completion of the initial business combination or liquidation ⁴⁸.

The company intends to use substantially all of the funds held in the trust account, including any interest earned (less income taxes payable), to complete its initial business combination ⁴⁹. To the extent that share capital or debt is used as consideration, the remaining proceeds in the trust account will serve as working capital for the target business's operations, other acquisitions, and growth strategies ⁵⁰. Funds held outside the trust account, which amounted to $1,362,766 ⁵¹ as of December 31, 2025, are primarily intended for identifying and evaluating target businesses, performing due diligence, travel, reviewing corporate documents, and structuring/negotiating a business combination ⁵². The sponsor, officers, or directors may loan the company funds up to $1,500,000 ⁵³ for working capital deficiencies or transaction costs, convertible into units at $10.00 ⁵⁴ per unit at the lender's option ⁵⁵.

The company faces material risks primarily related to its ability to complete an initial business combination, which can be adversely affected by factors beyond its control, including changes in laws or regulations, downturns in financial markets or economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as military conflicts in Ukraine and the Middle East ⁵⁶. The company's financial resources are relatively limited compared to many competitors, potentially placing it at a competitive disadvantage in acquiring sizable target businesses ⁵⁷. If shareholder approval for a business combination is sought and the company is obligated to pay cash for its ordinary shares, these payments will reduce available resources for the business combination ⁵⁸. There is also a risk that the proceeds in the trust account could be reduced below $10.05 ⁵⁹ per public share due to third-party claims, despite efforts to obtain waivers, and the sponsor's ability to satisfy its indemnity obligations is uncertain as its only assets are company securities ⁶⁰. Furthermore, if the company is unable to complete an initial business combination by November 12, 2026, it will be forced to liquidate, raising substantial doubt about its ability to continue as a going concern ⁶¹.

Management's message emphasizes the company's status as a blank check company focused on identifying and executing a business combination within the technology industry, specifically targeting artificial intelligence, cloud services, and automotive technology sectors. They highlight their team's deep operational experience, extensive networks, and track records as investors and advisors as key competitive strengths to attract and support a target business. The strategic priorities for the period ahead are centered on efficiently sourcing and evaluating potential business combination targets, leveraging their industry expertise and relationships to identify high-growth businesses with sustainable competitive advantages and experienced management teams, and ensuring sufficient capital is available to complete a transaction. Management explicitly states their plan to consummate an Initial Business Combination prior to the mandatory liquidation date of November 12, 2026 ⁶².