Archimedes Tech SPAC Partners II Co. 2025 Annual Report: Key Investor Insights

Company Overview

Archimedes Tech SPAC Partners II Co. (“Archimedes” or “the Company”) is a blank check company incorporated in the Cayman Islands on June 7, 2024, 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. The Company is currently classified as a “shell company” as defined under the Securities Exchange Act of 1934 due to its lack of operations and nominal assets consisting mainly of cash.

Key Highlights from the Report

• Public Float: As of June 30, 2025, Archimedes reported a public float of \$235,290,000.
• Shares Outstanding: As of March 2, 2026, the Company had 29,590,000 ordinary shares outstanding, inclusive of shares included in outstanding units.
• Listed Securities:
  • Units (Ordinary Share + ½ Warrant): Trading Symbol ATIIU on Nasdaq
  • Ordinary Shares: Trading Symbol ATII on Nasdaq
  • Warrants: Trading Symbol ATIIW on Nasdaq
• SPAC Structure: The Company intends to leverage its management’s extensive network and technology industry expertise to identify and combine with a suitable target business, focusing on companies with sustainable competitive advantages, experienced management teams, attractive valuations, and those likely to benefit from being public.
• Redemption Rights: Shareholders will have the opportunity to redeem all or a portion of their public shares upon completion of the initial business combination at a per-share price payable in cash, equal to their pro rata share of the trust account.

Important Shareholder Information & Price Sensitive Matters

• Business Combination Deadline:
  If Archimedes does not complete an initial business combination within the specified completion window, it will wind up operations and redeem public shares at a cash price equal to the trust account balance per share. This outcome could significantly impact share values, as failure to complete a combination typically results in liquidation and return of IPO proceeds.
• Competition:
  The Company expects intense competition from other SPACs, private equity firms, venture capital funds, and strategic investors, which may affect its ability to secure a favorable business combination.
• Risk Factors:
  As a smaller reporting company, Archimedes is not required to disclose detailed risk factors. However, forward-looking statements highlight risks such as the ability to select and complete a business combination, retention of key personnel, potential conflicts of interest, financing risks, and market liquidity.
• Corporate Governance:
  – Audit committee members are financially literate, with Mr. Ball identified as an audit committee financial expert.
  – The Company has implemented a clawback policy compliant with Nasdaq and Dodd-Frank requirements.
  – Insider trading policies, Code of Conduct, and Section 16(a) compliance have been adopted to ensure regulatory compliance and transparency.
• Financial Reporting and Controls:
  – Management reports internal controls over financial reporting are effective.
  – No changes in internal controls or material disagreements with accountants during the reported period.
  – As an emerging growth company, Archimedes is not required to include an attestation report from its independent registered public accounting firm.
• Liquidity and Capital Resources:
  – The Company’s funds are held in a trust account and invested in short-term U.S. government securities or money market funds, minimizing interest rate risk.
  – All sponsor loans have been repaid; future liquidity relies on IPO proceeds and potential business combinations.
• Beneficial Ownership:
  – The sponsor, Archimedes Tech SPAC Sponsors II LLC, is the main shareholder, holding 21.2% of shares.
  – Tenor Capital Management Company, LP holds 1,500,000 shares.
  – The sponsor’s shares are subject to lock-up restrictions, limiting immediate transferability.
• Legal Proceedings: No material litigation, arbitration, or governmental proceedings pending against the Company or its management.

Forward-Looking Statements & Potential Share Price Drivers

The report makes extensive use of forward-looking statements about the Company’s prospects for business combinations, its management’s ability to identify suitable targets, and the anticipated performance post-combination. Any developments around the completion or failure of a business combination, redemption of shares, changes in competitive landscape, or regulatory updates could significantly impact share price.

Other Material Disclosures

• Market for Securities: All listed securities are traded on Nasdaq. The Company notes potential liquidity risks and the lack of an established market for its securities.
• Accounting Standards: Management does not anticipate any recently issued, but not yet effective, accounting standards to materially affect financial statements if adopted.
• Compensation & Governance: The Company has adopted policies for executive compensation, governance, and compliance aligned with Nasdaq and SEC requirements.

Conclusion

Investors should closely monitor any announcements regarding the Company’s progress toward identifying and completing a business combination, as these events are likely to be highly price sensitive. The Company’s firm commitment to governance, compliance, and shareholder protections provides a foundation for transparency, but the inherent risks and uncertainties associated with SPACs and the competitive environment remain key factors for share price movement.

Disclaimer: This article is based on the Company’s 2025 Annual Report and intended for informational purposes only. It does not constitute investment advice. Investors should conduct their own due diligence and consult with financial professionals before making any investment decisions. Forward-looking statements are subject to risks and uncertainties, and actual results may differ materially from those projected.

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