IPO - Archimedes Tech SPAC Partners II Co.

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Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Ipo

Type: New

Accession Number: 000143774925010221

Filing Summary: Archimedes Tech SPAC Partners II Co. is a blank check company incorporated in the Cayman Islands aiming to complete a merger, share exchange, or similar business combination with one or more businesses. As of February 12, 2025, the company successfully consummated its initial public offering (IPO) of 23,000,000 units at a price of $10.00 per unit, generating gross proceeds of $230,000,000. The units sold consist of ordinary shares and redeemable warrants, which provide additional fundraising avenues post-IPO. The company held its net proceeds in a trust account established for public shareholders, ensuring funds are only released under specific conditions, such as the completion of an initial business combination or the redemption of public shares if not completed within the allocated timeframe. The company is focusing on acquiring businesses primarily in the technology sector, particularly those engaged in artificial intelligence, cloud services, and automotive technology. Notably, if an initial business combination is not consummated within 21 months from the IPO, the company will redeem and subsequently liquidate.

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Additional details:

Share Class: ordinary shares


Share Price: 0.0001


Units Offered: 23000000


Gross Proceeds: 230000000


Private Placement Units: 840000


Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Ipo

Type: New

Accession Number: 000143774925004417

Filing Summary: On February 12, 2025, Archimedes Tech SPAC Partners II Co. completed its initial public offering (IPO) of 23,000,000 units, raising gross proceeds of $230,000,000. Each unit comprises one ordinary share with a par value of $0.0001 and one-half of one redeemable warrant, enabling the purchase of one ordinary share at $11.50 per share. The offering included the full exercise of an over-allotment option by the underwriters for an additional 3,000,000 units. Concurrently, a private placement was concluded, with Archimedes Tech SPAC Sponsors II LLC and BTIG, LLC purchasing 840,000 private units for $10.00 each, generating an additional $8,400,000. Overall, $231,150,000 of net proceeds from both the IPO and private placement were deposited into a trust account for the benefit of public shareholders.

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Additional details:

Units Offered: 23000000


Gross Proceeds: 230000000


Individual Unit Price: 10.00


Warrant Price: 11.50


Private Placement Units: 840000


Private Placement Proceeds: 8400000


Total Net Proceeds Trust Account: 231150000


Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Ipo

Type: New

Accession Number: 000143774925004012

Filing Summary: On February 10, 2025, the registration statement related to the initial public offering (IPO) of Archimedes Tech SPAC Partners II Co. was declared effective by the SEC. The Company entered into multiple material agreements including an Underwriting Agreement, a Warrant Agreement, and several subscription agreements related to the IPO. The IPO was consummated on February 12, 2025, consisting of 23,000,000 units, which generated gross proceeds of $230,000,000. The units consist of one ordinary share and a half of one redeemable warrant, with the offering price set at $10.00 per unit. Additionally, a private placement of 840,000 units was consummated simultaneously, raising total proceeds of $8,400,000. The Company also amended its Charter documents in connection with the IPO. Subsequent press releases were issued announcing the pricing and closing of the IPO on February 10 and February 12, 2025 respectively.

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Additional details:

Item 1: registration_statement_number

Value: 333-282885


Item 2: units_offered

Value: 23,000,000


Item 3: units_price

Value: $10.00


Item 4: gross_proceeds

Value: $230,000,000


Item 5: private_placement_units

Value: 840,000


Item 6: private_placement_proceeds

Value: $8,400,000


Item 7: waiver_owners

Value: Sponsor, BTIG


Form Type: 424B4

Filing Date: 2025-02-11

Corporate Action: Ipo

Type: New

Accession Number: 000143774925003437

Filing Summary: Archimedes Tech SPAC Partners II Co. launched an initial public offering on February 11, 2025, aiming to raise $200 million by offering 20 million units at $10 each. Each unit comprises one ordinary share and one-half of a redeemable warrant, with the whole warrant allowing the purchase of one ordinary share at $11.50. 765,000 private units have been committed by the sponsor and underwriters for a total investment of $7,650,000. The offering aims to facilitate a merger, share exchange, or similar business combination, primarily intending to target businesses in the technology sector, particularly in artificial intelligence, cloud services, and automotive technology. Investors will have the opportunity to redeem their shares at a value determined by the funds in a trust account upon completion of a business combination. The units have been approved for listing on Nasdaq under the symbol 'ATIIU'.

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Additional details:

Offering Price Per Unit: 10.00


Total Public Offering Price: 200,000,000


Total Underwriting Discounts And Commissions: 11,000,000


Proceeds Before Expenses: 189,000,000


Units Underwriters Option: 3,000,000


Redemption Price Per Share: calculated amount in trust account


Form Type: 8-A12B

Filing Date: 2025-02-10

Corporate Action: Ipo

Type: New

Accession Number: 000143774925003316

Filing Summary: Archimedes Tech SPAC Partners II Co. is registering classes of securities with the SEC under Form 8-A12B. This includes Units, each consisting of one Ordinary Share and one-half of one redeemable Warrant, Ordinary Shares with a par value of $0.0001 per share, and Warrants. All these securities will be listed on The Nasdaq Stock Market LLC. The registration is pursuant to Section 12(b) of the Securities Exchange Act of 1934. Additionally, a description of these securities can be found in the Prospectus within the Registration Statement on Form S-1, filed on October 30, 2024. No exhibits are required for this registration as no other securities of the registrant are currently registered on The Nasdaq Stock Market LLC. The filing was duly signed by Long Long, the Chief Executive Officer, on February 10, 2025.

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Additional details:

Title Of Each Class: Units


Name Of Each Exchange: The Nasdaq Stock Market LLC


Ordinary Shares Par Value: $0.0001


Warrants: Warrants


Securities Act Registration Statement File Number: 333-282885


Form Type: CORRESP

Filing Date: 2025-02-06

Corporate Action: Ipo

Type: New

Accession Number: 000143774925003049

Filing Summary: Archimedes Tech SPAC Partners II Co. requests the acceleration of effectiveness for its Registration Statement on Form S-1, effective on February 10, 2025. The document outlines the acknowledgment that the SEC’s declaration of effectiveness does not relieve the Company of its responsibility for disclosure accuracy and that the Company cannot use SEC comments as a defense in related proceedings. The request can be modified, and notification of any changes will be communicated. The letter is signed by Long Long, the Chief Executive Officer of the Company.

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Additional details:

Company Address: 2093 Philadelphia Pike #1968 Claymont, DE 19703


Registration Statement: 333-282885


Acceleration Request Time: February 10, 2025, 4:30 p.m. Eastern time


Law Firm: Loeb & Loeb LLP


Form Type: CORRESP

Filing Date: 2025-02-06

Corporate Action: Ipo

Type: New

Accession Number: 000143774925003050

Filing Summary: Archimedes Tech SPAC Partners II Co. has filed a request to accelerate the effective date of its Registration Statement on Form S-1, which was initially filed on October 30, 2024. They are requesting that the registration become effective at 4:30 p.m. New York time on February 10, 2025, or as soon thereafter as possible. Additionally, BTIG, LLC plans to distribute approximately 50 copies of the Preliminary Prospectus dated February 5, 2025, to various stakeholders including underwriters, institutional and retail investors. The firm has indicated compliance with relevant rules of the Securities Exchange Act of 1934.

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Additional details:

Rule 461 Request: request for acceleration of effective date of Registration Statement


Registration Statement Effective Date: 2025-02-10 16:30 NY time


Prospectus Distribution Copies: 50


Prospectus Date: 2025-02-05


Compliance Rule: Rule 15c2-8 under the Securities Exchange Act of 1934


Form Type: S-1/A

Filing Date: 2025-02-05

Corporate Action: Ipo

Type: New

Accession Number: 000143774925002910

Filing Summary: Archimedes Tech SPAC Partners II Co. is a newly incorporated blank check company established in the Cayman Islands. The purpose of this IPO is to raise $200,000,000 through the offering of 20,000,000 units, with each unit priced at $10.00 and consisting of one ordinary share and one-half of one redeemable warrant. The funds raised will be used to seek a business combination primarily in the technology industry, focusing on sectors such as artificial intelligence, cloud services, and automotive technology. The company has not identified any specific target for acquisition and has not conducted substantive discussions regarding any business. Arising from the offering, public shareholders will have redemption rights upon the consummation of any business combination. The company has a completion window of 21 months to finalize an acquisition, failing which they will redeem all public shares at a price equivalent to the amount in the trust account. Additionally, various conflicts of interest exist due to the involvement of the management team in previous SPAC ventures, and they have notified that historical performance does not guarantee future success. The company intends to list its units on The Nasdaq Global Market under the symbol “ATIIU.”

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Additional details:

Address: 2093 Philadelphia Pike #1968 Claymont, DE 19703


Units Offered: 20000000


Offering Price: 10


Total Proceeds: 200000000


Warrant Exercise Price: 11.5


Completion Window Months: 21


Initial Combination Focus: technology industry


Form Type: S-1/A

Filing Date: 2025-02-03

Corporate Action: Ipo

Type: Update

Accession Number: 000143774925002634

Filing Summary: Archimedes Tech SPAC Partners II Co. filed Amendment No. 3 to its Registration Statement on Form S-1, registering a new offering under the Securities Act of 1933. This filing is an 'exhibits-only' update, consisting of the new facing page, explanatory notes, and certain exhibits while omitting unchanged sections of the previous registration statement. The registration is for a public offering with an estimated total expense of $800,000 related to legal, accounting, SEC/FINRA fees, Nasdaq listing costs, printing, and miscellaneous expenses. The document specifies the company's status as a non-accelerated filer, smaller reporting, and emerging growth company under U.S. SEC definitions. The filing also provides indemnification provisions for its directors and officers in compliance with Cayman Islands law, along with information on the recent sales of unregistered securities totaling 5,750,000 founder shares. Commitment from sponsors for additional units in a private placement is also mentioned, indicating plans for simultaneous transactions with the initial public offering.

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Additional details:

Address: 2093 Philadelphia Pike #1968 Claymont, DE 19703


Principal Executive Officer: Long Long


Total Offering Expenses: $800,000


Legal Fees And Expenses: $275,000


Accounting Fees And Expenses: $100,000


Sec Finra Expenses: $70,000


Nasdaq Listing Filing Fees: $80,000


Printing And Engraving Expenses: $30,000


Miscellaneous Expenses: $245,000


Form Type: S-1/A

Filing Date: 2025-01-21

Corporate Action: Ipo

Type: New

Accession Number: 000143774925001429

Filing Summary: Archimedes Tech SPAC Partners II Co. is conducting an initial public offering (IPO) for $200 million by offering 20,000,000 units at a price of $10.00 each. The company is a blank check entity incorporated in the Cayman Islands, aimed at effecting mergers, share exchanges, or other business combinations, particularly focusing on the technology industry. The offering is led by BTIG and includes a provision for underwriters to purchase additional units in a 45-day overallotment option. Public shareholders are entitled to redeem shares upon the completion of an initial business combination, and there are rules governing the extent of such redemptions. The registrant has until 21 months post-offering to complete a business combination or face liquidation. No specific target for acquisition has been selected, but management intends to leverage its extensive industry experience to identify suitable targets, specifically in artificial intelligence, cloud services, and automotive technology sectors. The company is characterized as an emerging growth and smaller reporting company, offering reduced public company reporting obligations. The prospectus includes standard risk factors related to investment and company operations. The intended listing will be on the Nasdaq under the symbol 'ATIIU'.

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Additional details:

Address: 2093 Philadelphia Pike #1968 Claymont, DE 19703


Telephone: (725) 312-2430


Units Offered: 20000000


Offering Price Per Unit: 10


Total Offering Amount: 200000000


Underwriting Discount Per Unit: 0.55


Total Underwriting Discounts: 11000000


Net Proceeds Per Unit: 9.45


Total Net Proceeds: 189000000


Trust Account Amount: 201000000


Completion Window Months: 21


Redemption Price: per-share price, payable in cash, equal to aggregate amount in trust account divided by issued public shares


Form Type: DRS

Filing Date: 2024-07-03

Corporate Action: Ipo

Type: New

Accession Number: 000143774924022196

Filing Summary: Archimedes Tech SPAC Partners II Co. has filed a confidential draft registration statement for an initial public offering (IPO) of its securities. This blank check company is established to effect a merger, share exchange, asset acquisition, or similar business combination. The offering consists of 20,000,000 units priced at $10.00 each, collectively aiming to raise approximately $200,000,000. Each unit contains one ordinary share and one-half of a redeemable warrant. The warrants are exercisable for one ordinary share at $11.50. The public offering will be followed by an opportunity for public shareholders to redeem shares upon the completion of the business combination. The management team emphasizes experience in the technology sector and plans to focus on businesses within artificial intelligence, cloud services, and automotive technology. Archimedes Tech SPAC Partners II Co. has obtained sponsorship from Archimedes Tech SPAC Sponsors II LLC, which owns most of the economic interests and has committed to purchasing additional private units. The IPO aims to be listed on the Nasdaq under symbol 'ATIIU'.

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Additional details:

Cayman Islands Incorporation: Yes


Offering Price Per Unit: $10.00


Total Units Offered: 20,000,000


Total Proceeds: $200,000,000


Warrant Exercise Price: $11.50


Target Industry: technology


Target Sectors: ["artificial intelligence","cloud services","automotive technology"]


Units Separation Trading Date: 52nd day after the date of prospectus


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