Archimedes Tech SPAC Partners II Co.

Archimedes Tech SPAC Partners II Co. is a special purpose acquisition company (SPAC) incorporated in the Cayman Islands on June 7, 2024, with the sole business activity of identifying and evaluating suitable acquisition transaction candidates for a business combination 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 objective is to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses ³.

The company intends to focus its search for businesses within the technology industry, specifically targeting the artificial intelligence, cloud services, and automotive technology sectors ⁴. While the initial focus is on potential opportunities in the United States, the company may pursue international opportunities given the global nature of the technology industry ⁵. The management team plans to leverage its industry knowledge, relationships, capital, and public vehicle to identify and complete an initial business combination, aiming to partner with bold founders, operators, and inventors committed to building leading businesses ⁶.

The core business model of Archimedes Tech SPAC Partners II Co. is to raise capital through an initial public offering and private placements, place a substantial portion of these proceeds into a trust account, and then use these funds, along with potential debt or equity securities, to acquire a target business ⁷. The company generates non-operating income in the form of interest income on demand deposits held in the trust account ⁸. Revenue generation from operations is not expected until after the completion of an initial business combination ⁹.

The company's competitive strengths are stated to include its management team's deep operational and product experience, extensive networks, and track records as investors, advisors, and board members ¹⁰. They believe they are well-positioned to recognize key technology trends, identify strong management teams, and possess a history of operating experience ¹¹. Furthermore, the management team has prior SPAC experience, with members having served on the board and management of an aggregate of seven SPACs that completed IPOs, six of which consummated a business combination ¹². Investment criteria include targeting businesses with clear and sustainable competitive advantages, high growth potential and cash flow, experienced management teams, and attractive valuations, and those that would benefit from being a public company ¹³.

For the fiscal year ended December 31, 2025, Archimedes Tech SPAC Partners II Co. 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 a 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.

As of December 31, 2025, the company had cash held in the trust account of $239,860,969 ²⁰ and cash outside the trust account of $1,362,766 ²¹. Total assets were $241,345,034 ²². Total liabilities amounted to $8,187,516 ²³, which included a deferred underwriting fee payable of $8,050,000 ²⁴. The ordinary shares subject to possible redemption were valued at $239,860,969 ²⁵, representing 23,000,000 shares at a redemption value of $10.43 per share ²⁶. The company's total shareholders' deficit was $(6,703,451) ²⁷. Basic and diluted net income per share for redeemable ordinary shares was $0.30 ²⁸, while for non-redeemable ordinary shares, it was also $0.30 ²⁹.

The company consummated its Initial Public Offering on February 12, 2025, selling 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000 ³⁰. Simultaneously, a private placement of 840,000 units at $10.00 per unit generated total proceeds of $8,400,000 ³¹. Following these transactions, $231,150,000 ³² of net proceeds were placed in the trust account. Transaction costs incurred totaled $13,175,520 ³³, comprising a $4,600,000 cash underwriting fee ³⁴, an $8,050,000 deferred underwriting fee ³⁵, and $525,520 of other offering costs ³⁶. Cash used in operating activities for the year ended December 31, 2025, was $739,050 ³⁷.

Archimedes Tech SPAC Partners II Co. has a defined completion window of up to 21 months from the closing of its Initial Public Offering to consummate an initial business combination ³⁸. The IPO closed on February 12, 2025, implying a deadline of November 12, 2026, for the business combination ³⁹. If an initial business combination is not completed by this date, 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 for dissolution expenses), and then liquidate and dissolve ⁴⁰.

The company's growth strategy is entirely predicated on successfully identifying and acquiring a target business within the technology industry, with a specific focus on artificial intelligence, cloud services, and automotive technology sectors ⁴¹. The management team intends to leverage its collective experience in the technology industry and capital markets to support the target business's growth as a newly public company, offering industry relationships, insights, regulatory knowledge, financial expertise, and capital resources ⁴². The company has identified criteria for target businesses, including clear and sustainable competitive advantages, high growth potential and cash flow, experienced management teams, attractive valuations, and the ability to benefit from being a public company ⁴³.

Operationally, the company does not expect to generate any operating revenues until after the completion of its initial business combination ⁴⁴. Non-operating income is currently derived from interest earned on funds held in the trust account ⁴⁵. The company incurs expenses as a public entity for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses related to identifying a target ⁴⁶. The company has an agreement to pay its sponsor a monthly fee of $10,000 for office space, administrative, and support services, which will continue until the earlier of the completion of the initial business combination or liquidation ⁴⁷.

Regarding capital allocation, substantially all of the funds held in the trust account, including interest earned (less income taxes payable), are intended to be used to complete the initial business combination ⁴⁸. If share capital or debt is used as consideration for the business combination, the remaining proceeds in the trust account will be used as working capital to finance the target business's operations, make other acquisitions, and pursue growth strategies ⁴⁹. The sponsor, officers, or directors, or their affiliates, may loan the company funds up to $1,500,000 to fund working capital deficiencies or finance transaction costs, which may be convertible into units at $10.00 per unit at the lender's option ⁵⁰.

The company acknowledges that its ability to complete an initial business combination may be adversely affected by various 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 ⁵¹. Specifically, the military conflicts in Ukraine and the Middle East are cited as potential negative impacts on the search for an initial business combination and any target business ⁵².

The most material risks disclosed in the filing primarily revolve around the company's nature as a blank check company and its ability to successfully complete an initial business combination. A significant operational risk is the mandatory liquidation if an initial business combination is not completed by November 12, 2026 ⁵³, which raises substantial doubt about the company's ability to continue as a going concern ⁵⁴. This liquidation would result in the redemption of public shares at a per-share price equal to the aggregate amount in the trust account, including interest (net of taxes and up to $100,000 for dissolution expenses) ⁵⁵, but public warrants would expire worthless ⁵⁶. The company faces intense competition from other entities, including private investors and other blank check companies, for acquisition targets, many of whom possess greater technical, human, and financial resources ⁵⁷. Its financial resources, initially $223,100,000 assuming no redemptions and after deferred underwriting fees ⁵⁸, are limited compared to some competitors, potentially disadvantaging it in acquiring sizable target businesses ⁵⁹. Furthermore, if shareholder approval is sought for a business combination and the company is obligated to pay cash for ordinary shares, these payments would reduce available resources for the combination ⁶⁰. There is no assurance that third-party financing, if needed, will be available ⁶¹. Conflicts of interest may arise if the company pursues a business combination with an entity affiliated with its initial shareholders or management team ⁶², or if officers and directors have fiduciary or contractual obligations to other entities ⁶³. The sponsor's indemnity for claims reducing the trust account below $10.05 per public share ⁶⁴ is limited, and the sponsor's only assets are believed to be company securities, potentially hindering its ability to satisfy these obligations ⁶⁵.

Management's overall tone emphasizes the company's strategic focus as a blank check company dedicated to identifying and completing an initial business combination within the technology industry, specifically highlighting artificial intelligence, cloud services, and automotive technology sectors. They underscore their team's deep operational experience, extensive networks, and track records as competitive strengths in attracting and supporting a target business. Management explicitly states that the company has until November 12, 2026 ⁶⁶, to consummate an initial business combination, and if unsuccessful, will liquidate and redeem public shares at a per-share price equal to the aggregate amount in the trust account, including interest (net of taxes and up to $100,000 for dissolution expenses) ⁶⁷. The three strategic priorities emphasized are: first, leveraging the management team's expertise and network to identify and evaluate high-potential target businesses with clear competitive advantages and strong cash flow; second, structuring a business combination that is attractive to both the target and public shareholders, potentially using cash, debt, or equity securities; and third, supporting the acquired business post-combination with industry relationships, insights, and capital resources to foster growth and thrive as a public company.