Archimedes Tech SPAC Partners II (ATII) risk factors, FY2024 10-K

Other

1. 01Liquidity and Capital Resources
2. 02As of December 31, 2024, we had no cash. Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor
3. 03Off-Balance Sheet Financing Arrangements
4. 04Critical Accounting Policies
5. 05Recent Accounting Standards
6. 06ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
7. 07Evaluation of Disclosure Controls and Procedures
8. 08Management’s Annual Report on Internal Control Over Financial Reporting
9. 09Changes in Internal Control Over Financial Reporting
10. 10Directors and Executive Officers
11. 11Special Advisor and Technical Advisor
12. 12Our board of directors consists of five members
13. 13Officer and Director Compensation
14. 14Committees of the Board of Directors
15. 15Each member of the audit committee is financially literate, and our board of directors has determined that Mr. Ball qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise
16. 16reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors
17. 17Nominating and Corporate Governance Committee
18. 18The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms
19. 19Section 16(a) Beneficial Ownership Reporting Compliance
20. 20ITEM 11. EXECUTIVE COMPENSATION
21. 21ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
22. 22all our officers and directors as a group
23. 23Unless otherwise noted, the business address of each of the following entities or individuals is c/o Archimedes Tech SPAC Partners II Co., 2093 Philadelphia Pike #1968, Claymont, DE 19703
24. 24Restrictions on Transfers of Founder Shares and Private Placement Units
25. 25ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
26. 26We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association
27. 27We have entered into an administrative services agreement pursuant to which we have agreed to pay our sponsor or an affiliate thereof $10,000 per month for office space, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees
28. 28These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
29. 29The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered
30. 30Tax Fees. During the period from June 7, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning
31. 31ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
32. 32Notes to Financial Statements
33. 33Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No. 333-282885) initially filed with the SEC on October 30, 2024)
34. 34Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-1 (File No. 333-282885) initially filed with the SEC on October 30, 2024)
35. 35Administrative Services Agreement, dated February 10, 2025, by and between the Company and Archimedes Tech SPAC Sponsors II LLC (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2025)
36. 36Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
37. 37Title: Chief Executive Officer
38. 38Report of Independent Registered Public Accounting Firm
39. 39Opinion on the Financial Statements
40. 40Balance — June 7, 2024 (inception)
41. 415,750,000 $ 575 $ 24,425 $ (78,700 ) $ (53,700 )
42. 42FOR THE PERIOD FROM JUNE 7, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024
43. 43NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
44. 44Although the Company may acquire a business in any industry, it intends to focus on companies engaged in the technology industry. The Company is an early stage and emerging growth company, and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies
45. 45Transaction costs amounted to $13,175,520, consisting of $4,600,000 of cash underwriting fee, $8,050,000 of deferred underwriting fee and $525,520 of other offering costs
46. 46Cash and Cash Equivalents
47. 47Net Loss per Ordinary Share
48. 48Concentration of Credit Risk
49. 49Fair Value of Financial Instruments
50. 50Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active
51. 51NOTE 3 — INITIAL PUBLIC OFFERING
52. 52NOTE 4 — PRIVATE PLACEMENT
53. 53Administrative Support Agreement
54. 54Promissory Note — Related Party
55. 55NOTE 7 — SHAREHOLDER’S DEFICIT
56. 56upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and
57. 57NOTE 8 — SEGMENT INFORMATION
58. 58NOTE 9 — SUBSEQUENT EVENTS
59. 59On February 12, 2025, the Company repaid the Sponsor for the outstanding borrowings under the promissory note amounting to $290,000. Borrowings under the promissory note is no longer available