Archimedes Tech SPAC Partners II Co.

Nature of business

• Organized as a Cayman Islands exempted company structured as a blank-check company (SPAC).
• Purpose: to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses.
• To date, the company has not conducted operations or generated revenue and is classified as a shell company.

Capital structure and funding

• Founder shares: 5,750,000 founder shares issued to the sponsor in June 2024 for an aggregate purchase price of $25,000 (approximately $0.004 per share).
• IPO: 23,000,000 units sold at $10.00 per unit, generating gross proceeds of $230,000,000.
• Over-allotment: underwriters exercised the option to purchase an additional 3,000,000 units in full.
• Private placement: 840,000 Private Placement Units sold simultaneously at $10.00 per unit, generating $8,400,000.
  • Sponsor purchased 530,000 Private Placement Units; BTIG, LLC purchased 310,000 Private Placement Units.
  • Private Placement Units are identical to the IPO units but are not transferable until completion of a business combination.
• Trust account: $231,150,000 of net proceeds from the IPO and private placement were placed in a trust account for the benefit of public shareholders (trustee: Odyssey Transfer and Trust Company).
• Available funds for a business combination: approximately $223,100,000 initially, after payment of up to $8,050,000 of deferred underwriting fees (assuming no redemptions).
• Investment of trust funds: invested in U.S. Treasury obligations with maturities of 185 days or less, or in money market funds that meet Rule 2a-7 requirements; funds may be held as cash or cash items.
• 80% test: the SPAC must pursue an initial business combination with an aggregate value of at least 80% of the assets held in the trust account (net of taxes and deferred underwriting commissions). If fair value cannot be determined independently, an independent valuation opinion may be sought.
• Redemption rights: public shareholders may redeem their shares for a per-share cash amount equal to the trust account balance (as of two business days prior to the consummation) divided by the number of outstanding public shares. Warrants do not have redemption rights upon completion of a business combination.
• Founder and sponsor protections: the sponsor and certain insiders have agreed to waive redemption rights with respect to founder shares held by them upon completion of a business combination, with exceptions if the sponsor holds public shares.

Timeline and business goals

• Deadline to complete an initial business combination: up to 21 months from the closing of the IPO.
• Extension: shareholders may vote to amend the memorandum and articles of association to modify the time window or related redemption rights, with cash redemption at a per-share price equal to the trust account value per public share.
• If no business combination is completed within the applicable period, the company intends to wind up and redeem public shares, then liquidate in accordance with Cayman Islands law and applicable creditor protections.
• Primary focus sectors: technology, with emphasis on artificial intelligence, cloud services, and automotive technology. The company may pursue opportunities internationally, with an initial focus on the U.S. market.

Operations to date

• Organizational steps and preparations for the IPO were completed through 2025.
• The acquisition process uses management’s networks and industry knowledge to identify potential targets. Due diligence may include management and employee meetings, document reviews, customer and supplier interviews, and facility inspections.

Management and employees

• Management team: officers and directors with experience in SPACs and technology markets; prior SPAC involvement includes roles on several transactions that completed business combinations.
• Current staff: two officers; no full-time employees are planned prior to completion of a business combination.
• Principal executive office: 2093 Philadelphia Pike #1968, Claymont, DE 19703. Monthly office-related costs of $10,000 are paid to the sponsor or an affiliate.

Properties and licenses

• The company does not own real estate or material physical properties.
• Office space is provided and furnished by the sponsor under a monthly fee arrangement; no other material properties are owned or used.

Risk and governance notes

• Potential conflicts of interest may arise from the ownership interests of initial shareholders and management, and from management’s involvement with other blank-check entities.
• If a target is affiliated with the sponsor, directors or officers, the company may obtain independent advisors or fairness opinions.
• Transactions with entities affiliated with insiders may be subject to independent review and approval by disinterested directors.
• The company may seek waivers from vendors and service providers to address potential claims against the trust account; if waivers are not obtained, management may pursue alternatives.

Key contact and office

• Principal executive offices: 2093 Philadelphia Pike #1968, Claymont, DE 19703.
• Office costs are included in the sponsor-related administrative arrangement.