IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on February 12, 2025, raising gross proceeds of $230 million from the sale of 23 million Units, including an over-allotment option of 3 million Units [90][101]. - A total of $231.15 million from the IPO and private placement was placed in a trust account for the benefit of public shareholders, with funds to be used for an initial business combination [92][105]. - The company incurred transaction costs of $13,175,520 related to the IPO, including $4.6 million in cash underwriting fees and $8.05 million in deferred underwriting fees [102]. Financial Performance - For the year ended December 31, 2025, the company reported a net income of $7,986,738, primarily from interest earned on cash held in the trust account [99]. - The company generated non-operating income from interest on demand deposits held in the trust account, with no operating revenues expected until after the initial business combination [98]. Cash and Debt Position - As of December 31, 2025, the company had cash held in the trust account of $239,860,969, invested in U.S. government treasury obligations or money market funds [105]. - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2025, and has a contractual obligation to pay the sponsor a monthly fee of $10,000 [109][111]. Business Strategy and Timeline - The company intends to focus its search for business combination targets in the technology industry, particularly in artificial intelligence, cloud services, and automotive technology sectors [89]. - The company has up to 21 months from the IPO closing to complete an initial business combination, with a mandatory liquidation date set for November 12, 2026, if not completed [94][108]. - The company may incur significant costs in pursuing acquisition plans and cannot assure the success of completing a business combination [87]. Accounting and Risk Disclosures - As of December 31, 2025, the company did not have any critical accounting estimates to disclose [113]. - The company adopted ASU 2020-06 on June 7, 2024, with no effect on the presented financial statements [114]. - The company adopted ASU 2023-07 on December 31, 2025, which requires additional disclosures on segment expenses and performance measures [115]. - As of December 31, 2025, the company was not subject to any market or interest rate risk, with investments in U.S. government treasury obligations [117].

Company Overview - Archimedes Tech SPAC Partners III Co. is a special purpose acquisition company (SPAC) formed in the Cayman Islands, focusing on mergers and acquisitions in the technology sector, particularly in artificial intelligence, cloud services, and automotive technology [5]. Initial Public Offering (IPO) Details - The company announced an upsized initial public offering of 24,000,000 units at a price of $10.00 per unit, resulting in total gross proceeds of $240 million [1]. - Each unit consists of one ordinary share and one-fourth of a redeemable warrant, with each whole warrant allowing the purchase of one ordinary share at $11.50 [1]. - The units are expected to trade on Nasdaq under the ticker symbol "ARCIU" starting January 23, 2026, with ordinary shares and warrants trading under "ARCI" and "ARCIW," respectively, once separated [1]. Underwriting and Legal Counsel - BTIG, LLC is acting as the sole book-running manager for the offering, while Loeb & Loeb LLP and Walkers (Cayman) LLP are serving as legal counsel to the company, and White & Case LLP is legal counsel to the underwriters [2]. Additional Offering Information - The company has granted the underwriter a 45-day option to purchase up to an additional 3,600,000 units at the initial public offering price to cover over-allotments [2]. - The offering is expected to close on January 26, 2026, subject to customary closing conditions [2]. Regulatory Compliance - A registration statement for the securities sold in the IPO was declared effective by the U.S. Securities and Exchange Commission (SEC) on January 22, 2026, and the offering is being made only by means of a prospectus [3].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on February 12, 2025, raising gross proceeds of $230 million from the sale of 23 million units, including an over-allotment option of 3 million units[104]. - A total of $231.15 million from the IPO and private placement was placed in a trust account for the benefit of public shareholders[107]. - The company incurred transaction costs of $13,175,520 related to the IPO, including $4.6 million in cash underwriting fees and $8.05 million in deferred underwriting fees[117]. - Underwriters are entitled to a deferred fee of $0.35 per Unit, totaling $8,050,000, payable only upon completion of an initial business combination[126]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $2,403,801, primarily from interest earned on cash held in the trust account[113]. - For the nine months ended September 30, 2025, the company had a net income of $5,921,602, with interest income of $6,341,299 offset by general and administrative expenses of $467,299[114]. - As of September 30, 2025, the company had cash held in the trust account amounting to $237,491,299, which will be used for the initial business combination[120]. - The company has not generated any operating revenues to date and does not expect to do so until after completing an initial business combination[112]. Business Strategy and Future Plans - The company intends to focus its acquisition efforts on the technology industry, particularly in artificial intelligence, cloud services, and automotive technology sectors[103]. - The company has a maximum of 21 months from the IPO closing to complete an initial business combination[108]. - The company may need additional financing to complete its initial business combination or to cover redemptions of public shares[123]. Operational and Accounting Information - As of September 30, 2025, the company has no off-balance sheet arrangements, obligations, assets, or liabilities[124]. - The company incurs a monthly fee of $10,000 for office space and administrative services, starting from February 10, 2025[125]. - There are no critical accounting estimates to be disclosed as of September 30, 2025[127]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures[128].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on February 12, 2025, raising gross proceeds of $230 million from the sale of 23 million units, including an over-allotment option of 3 million units [107]. - Following the IPO, a total of $231.15 million was placed in a trust account for the benefit of public shareholders, with funds to be used for an initial business combination [109]. - The company incurred $13,175,520 in transaction costs related to the IPO, including $4,600,000 in cash underwriting fees and $8,050,000 in deferred underwriting fees [119]. - Underwriters are entitled to a deferred fee of $0.35 per Unit, totaling $8,050,000, payable only upon completion of an initial business combination [128]. Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $2,358,579, primarily from interest income of $2,488,937, offset by general and administrative expenses of $130,358 [115]. - The company reported a net income of $3,517,801 for the six months ended June 30, 2025, with interest income of $3,794,821 and general and administrative expenses of $277,020 [115]. - As of June 30, 2025, the company had cash held in the trust account amounting to $234,944,821, which will be invested in U.S. government treasury obligations or money market funds [122]. - As of June 30, 2025, the company had cash of $1,764,859 available for operational expenses and due diligence related to potential business combinations [123]. - The company has no long-term debt, capital lease obligations, or long-term liabilities [127]. Business Strategy and Operations - The company intends to focus its acquisition efforts on the technology industry, particularly in artificial intelligence, cloud services, and automotive technology sectors [106]. - The company has a 21-month period from the IPO closing to complete its initial business combination, with provisions for shareholder redemption if not completed within this timeframe [110]. - The company may seek additional financing if necessary to complete its initial business combination or to cover redemptions of public shares [125]. - The company incurs a monthly fee of $10,000 for office space and administrative services, starting from February 10, 2025 [127]. Accounting and Reporting - As of June 30, 2025, there are no critical accounting estimates disclosed by the company [129]. - The company is classified as a smaller reporting company and is not required to provide additional market risk information [130]. - As of June 30, 2025, the company has no off-balance sheet arrangements, obligations, assets, or liabilities [126].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on February 12, 2025, raising gross proceeds of $230 million from the sale of 23 million units, including an over-allotment option of 3 million units [108]. - A total of $231.15 million from the IPO and private placement was placed in a trust account for the benefit of public shareholders [110]. - The company incurred transaction costs of $13,175,520 related to the IPO, including $4.6 million in cash underwriting fees and $8.05 million in deferred underwriting fees [119]. - The underwriters are entitled to a deferred fee of $0.35 per Unit, totaling $8,050,000, payable only upon completion of an initial business combination [127]. Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $1,159,223, primarily from interest income of $1,305,884 on cash held in the trust account [116]. - Cash used in operating activities for the three months ended March 31, 2025, was $254,007, with adjustments for interest earned and administrative expenses [120]. - As of March 31, 2025, the company had cash held in the trust account amounting to $232,455,884, which will be used to complete the initial business combination [121]. Business Strategy and Operations - The company intends to focus its acquisition efforts on the technology industry, particularly in artificial intelligence, cloud services, and automotive technology sectors [107]. - The company has up to 21 months from the IPO closing to complete an initial business combination, with provisions for shareholder redemption if not completed within this timeframe [111][113]. - The company may require additional financing to complete its initial business combination or to cover redemptions of public shares [124]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025, and incurs a monthly fee of $10,000 to the sponsor for administrative services [125][126]. Accounting and Reporting - As of March 31, 2025, there were no critical accounting estimates disclosed by the company [128]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures [129].

IPO and Fundraising - The company completed its IPO on February 12, 2025, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit, including an over-allotment option [20]. - A total of $231.15 million from the IPO and private placement proceeds has been placed in a trust account for public shareholders [23]. - The Initial Public Offering (IPO) generated gross proceeds of $230,000,000 from the sale of 23,000,000 units at $10.00 per unit, including the full exercise of the over-allotment option [88]. - The company also completed a private placement of 840,000 units, generating gross proceeds of $8,400,000 [209]. - Transaction costs related to the IPO amounted to $13,175,520, which included a cash underwriting fee of $4,600,000 [210]. Business Combination Strategy - The company intends to focus its search for business combinations in the technology industry, specifically in artificial intelligence, cloud services, and automotive technology sectors [25][26]. - The management team plans to leverage their industry experience and networks to identify and evaluate potential target businesses [27]. - The company aims to target businesses with high growth potential and strong cash flow generation [33]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account to comply with Nasdaq listing rules [44]. - The company anticipates structuring the initial business combination to acquire 100% of the target business, but may acquire less than 100% under certain conditions [45]. - The company intends to use substantially all funds in the trust account to complete its business combination, with the possibility of withdrawing interest to pay taxes [90]. - The company has not yet selected a target for its business combination [205][206]. Financial Position and Performance - The company incurred a net loss of $78,700 from inception through December 31, 2024, primarily due to general and administrative costs [86]. - The company has no cash as of December 31, 2024, relying on initial purchases of ordinary shares and loans from the Sponsor for liquidity [87]. - The company has $223,100,000 available for business combinations, assuming no redemptions and after paying up to $8,050,000 in deferred underwriting fees [61]. - Total assets as of December 31, 2024, amounted to $429,691, with deferred offering costs representing a significant portion [196]. - Total liabilities reached $483,391, which includes accrued expenses of $23,000, accrued offering costs of $268,358, and a promissory note related to a party amounting to $192,033 [196]. - The company reported a net loss of $78,700 for the period from June 7, 2024, through December 31, 2024, with a basic and diluted net loss per ordinary share of $0.02 [199]. - As of December 31, 2024, the total shareholder's deficit was $53,700, with an accumulated deficit of $78,700 [200]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their shares upon completion of the initial business combination, regardless of their voting decisions [47]. - If the initial business combination is not completed within the completion window, the company will redeem public shares at a per-share price of approximately $10.05, based on the trust account balance [52]. - If the trust account proceeds fall below $10.05 per public share due to creditor claims, the sponsor will be liable to the company for the shortfall [54]. - The company will seek to have all vendors and service providers waive any claims to the trust account to protect public shareholders' interests [56]. - In the event of bankruptcy, the trust account proceeds may be subject to claims from third parties, potentially affecting shareholder distributions [58]. - The company has agreed not to amend its articles of association in a way that affects redemption rights without providing shareholders the opportunity to redeem their shares [51]. - If the company fails to complete the initial business combination, it will cease operations and liquidate, with public shareholders receiving cash based on the trust account balance [49]. Governance and Management - The company has a diverse board of directors with extensive experience in finance and technology, including members with backgrounds in venture capital and AI [111][112][113][114][115][116]. - The board of directors consists of five members, with three being independent directors as defined by Nasdaq rules [124]. - The audit committee is composed of independent directors and is responsible for overseeing the integrity of financial statements and compliance with legal requirements [130]. - The compensation committee is tasked with reviewing and approving executive compensation and incentive plans [133]. - The nominating and corporate governance committee evaluates and recommends candidates for board appointments and oversees corporate governance guidelines [134]. - The company has adopted a clawback policy compliant with Nasdaq listing rules as required by the Dodd-Frank Act [139]. - An insider trading policy has been established to promote compliance with relevant laws and regulations regarding securities transactions [141]. - The company has established a Code of Conduct applicable to all directors, officers, and employees, which is available through public filings [140]. - The audit committee will review and approve all payments made to the sponsor, directors, and officers, including reimbursements for out-of-pocket expenses [166]. Accounting and Financial Reporting - The company adopted ASU 2020-06 effective June 7, 2024, with no material effect on the financial statements [98]. - The company adopted ASU 2023-07 on December 31, 2024, which requires annual and interim disclosures of significant segment expenses [99]. - The company does not expect any recently issued accounting standards to have a material effect on its financial statements [100]. - The company’s disclosure controls and procedures were evaluated as effective as of December 31, 2024 [104]. - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter [107]. - The independent registered public accounting firm, WithumSmith+Brown, charged approximately $49,400 for audit services related to the Initial Public Offering and the audit of financial statements for the period ending December 31, 2024 [171]. Operational Costs and Obligations - The company will incur a monthly fee of $10,000 for office space and administrative services until the completion of the business combination [95]. - The underwriters are entitled to a deferred fee of $8,050,000, which will be payable only if a business combination is completed [96]. - The company has agreed to pay $10,000 per month for office space and administrative services to its sponsor or an affiliate until the completion of the initial business combination [160]. - Up to $1,500,000 in loans from the sponsor or affiliates may be convertible into units at $10.00 per unit, with terms subject to audit committee approval [161]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2024 [94].

As filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, on February 5, 2025. Registration No. 333-282885 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Archimedes Tech SPAC Partners II Co. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Indust ...

As filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, on February 3, 2025. Registration No. 333-282885 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Primary Standard Industrial Classification Code Number) Archimedes Tech SPAC Partners II Co. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction o ...

As filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, on January 17, 2025. Registration No. 333-282885 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Archimedes Tech SPAC Partners II Co. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Indust ...

As filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, on November 27, 2024. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Registration No. 333-282885 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEM ...