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, such as a merger, share exchange, or asset acquisition, 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 intends to focus its search for businesses within the technology industry, specifically targeting the artificial intelligence, cloud services, and automotive technology sectors ⁴.

The company's core business model revolves around identifying and acquiring a target business within its specified focus areas. Revenue generation is not expected until after the completion of an initial business combination ⁵. Currently, the company generates non-operating income from interest earned on funds held in its trust account and bank account ⁶. The primary customer segments are not applicable as the company has no operations, but its "customers" in a sense are its public shareholders who invest in the SPAC with the expectation of a successful business combination. The company's strategy is to leverage its management team's industry knowledge, relationships, capital, and public vehicle to identify and complete a business combination, and then support the acquired business with industry relationships, insights, regulatory knowledge, financial expertise, and capital resources ⁷.

The company's product and service lines are not applicable as it is a blank check company with no business operations. Its strategic role is to serve as an acquisition vehicle.

For the fiscal year ended December 31, 2025, Archimedes Tech SPAC Partners II Co. reported a net income of $7,986,738 ⁸. This consisted of interest earned on cash held in the trust account of $8,710,969 ⁹ and interest earned on cash in the bank account of $61,744 ¹⁰, offset by general and administrative expenses of $785,975 ¹¹. The company had cash held in the trust account of $239,860,969 ¹² and cash outside the trust account of $1,362,766 ¹³ as of December 31, 2025. Total liabilities amounted to $8,187,516 ¹⁴, which included a deferred underwriting fee payable of $8,050,000 ¹⁵. Ordinary shares subject to possible redemption were valued at $239,860,969 ¹⁶, representing 23,000,000 shares at a redemption value of $10.43 per share ¹⁷. The company's total shareholders' deficit was $(6,703,451) ¹⁸.

Comparing the fiscal year ended December 31, 2025, to the period from June 7, 2024 (inception) through December 31, 2024, the company transitioned from a net loss of $78,700 ¹⁹ to a net income of $7,986,738 ²⁰. This significant shift is primarily due to the generation of interest income from the trust account, which was established following the IPO on February 12, 2025 ²¹. General and administrative expenses increased from $78,700 ²² in the inception period to $785,975 ²³ in 2025, reflecting the costs associated with being a public company and due diligence activities. Cash held in the trust account and cash in the bank account were $0 ²⁴ and $0 ²⁵ respectively as of December 31, 2024, compared to $239,860,969 ²⁶ and $1,362,766 ²⁷ as of December 31, 2025, following the IPO and private placement.

During the reported fiscal period, Archimedes Tech SPAC Partners II Co. 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 ²⁸. Simultaneously, a private placement of 840,000 units occurred at $10.00 per unit, generating total proceeds of $8,400,000 ²⁹. Following these transactions, $231,150,000 ³⁰ of net proceeds were placed in a trust account. The company also established three direct, wholly-owned subsidiaries in December 2025: ATII Merger Sub Inc., ATII Merger Sub II, LLC, and ATII Holdings Inc., formed to facilitate the consummation of a business combination ³¹.

Archimedes Tech SPAC Partners II Co. has not provided specific revenue, margin, or EPS guidance for the upcoming period, as it is a blank check company with no operations and does not expect to generate operating revenues until after the completion of its initial business combination ³².

The primary growth area for the company is the successful completion of an initial business combination. The company intends to focus its search for businesses in the technology industry, with a specific emphasis on the artificial intelligence, cloud services, and automotive technology sectors ³³. 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 ³⁴. The management team plans to identify and contact potential target businesses, leveraging their collective experience in the technology industry and capital markets to complete a business combination and support the target business post-acquisition ³⁵. The company believes its competitive strengths, including experience recognizing key technology trends, identifying strong management teams, operating experience, deep network and connections to company founders, and prior SPAC experience, position it well to find and attract an exciting technology business ³⁶.

The company's operational outlook is centered on managing its existing capital to facilitate a business combination. It incurs expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses ³⁷. The company has an agreement to pay its sponsor a monthly fee of $10,000 ³⁸ for office space, administrative, and support services, which will cease upon completion of the initial business combination or liquidation ³⁹. The underwriters are also entitled to a deferred fee of $8,050,000 ⁴⁰, payable from the trust account solely upon the completion of an initial business combination ⁴¹.

Regarding planned capital allocation, 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 ⁴². If share capital or debt is used as consideration, the remaining proceeds in the trust account will be used as working capital to finance the operations of the target business, make other acquisitions, and pursue growth strategies ⁴³. Funds held outside the trust account, which amounted to $1,362,766 ⁴⁴ as of December 31, 2025, are intended to be used primarily to identify and evaluate target businesses, perform due diligence, cover travel expenses, review corporate documents, and structure, negotiate, and complete an initial business combination ⁴⁵. The sponsor, officers, or directors may loan the company up to $1,500,000 ⁴⁶ for working capital deficiencies or transaction costs, convertible into units at $10.00 per unit ⁴⁷ at the lender's option, if a business combination is completed ⁴⁸.

The company faces a structural headwind in that it must complete an initial business combination by November 12, 2026 ⁴⁹. Failure to do so will result in the company ceasing all operations except for winding up, redeeming public shares, and liquidating ⁵⁰. This mandatory liquidation date raises substantial doubt about the company's ability to continue as a going concern ⁵¹. Management plans to consummate an initial business combination prior to this date ⁵². Geopolitical instability, such as military conflicts in Ukraine and the Middle East, and broader macroeconomic factors like changes in laws or regulations, downturns in financial markets, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, and declines in consumer confidence and spending, could adversely affect the company's search for a business combination ⁵³.

The most material risks disclosed in the filing relate to the company's status as a blank check company. The primary risk is the inability to complete an initial business combination by November 12, 2026 ⁵⁴, which would lead to the company ceasing operations, redeeming public shares at a per-share price equal to the aggregate amount then on deposit in the trust account (net of taxes and up to $100,000 ⁵⁵ for dissolution expenses), and liquidating, resulting in the warrants expiring worthless ⁵⁶. This mandatory liquidation date raises substantial doubt about the company's ability to continue as a going concern ⁵⁷. Macroeconomic and geopolitical factors, including changes in laws or regulations, financial market downturns, inflation, interest rate fluctuations, tariffs, supply chain disruptions, declines in consumer confidence, public health considerations, and military conflicts (e.g., Ukraine and the Middle East), could adversely affect the search for a target business ⁵⁸. The company also faces intense competition from other entities with similar business objectives, including private investors and other blank check companies, many of whom possess greater technical, human, and financial resources ⁵⁹. Conflicts of interest may arise as the company's initial shareholders and management team may have fiduciary, contractual, or other obligations to other entities, potentially requiring them to present business combination opportunities to those entities first ⁶⁰. Furthermore, the sponsor's indemnification obligations for claims against the trust account are limited, and there is no independent verification of the sponsor's ability to satisfy these obligations, as its only assets are securities of the company ⁶¹.

Management's overall tone emphasizes the company's strategic focus on identifying and completing an initial business combination within the technology industry, specifically targeting artificial intelligence, cloud services, and automotive technology sectors. They highlight the management team's deep operational and product experience, extensive networks, and track records as investors, advisors, and board members as competitive strengths to attract and support a target business. The key strategic priorities for the period ahead are to diligently identify and evaluate suitable acquisition candidates, leverage the team's expertise and network to create proprietary transaction opportunities, and successfully consummate an initial business combination by November 12, 2026 ⁶². Management explicitly states their plan to use substantially all funds in the trust account, including interest earned (less income taxes payable), to complete the initial business combination ⁶³. They also acknowledge the significant costs incurred in the pursuit of acquisition plans and the inherent uncertainty of successfully completing a business combination ⁶⁴.