Business Context and Reporting Period
Company: Archimedes Tech SPAC Partners II Co. (ATII)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: The Company is a Cayman Islands exempted company formed as a "blank check" Special Purpose Acquisition Company (SPAC). It has no active operations and has generated no operating revenue to date. Its sole purpose is to effect a merger, share exchange, or asset acquisition with one or more target businesses, primarily focusing on the technology sector (artificial intelligence, cloud services, and automotive technology).
Key Milestone: The Company consummated its Initial Public Offering (IPO) on February 12, 2025, selling 23,000,000 Units at $10.00 per unit, including the full exercise of the underwriters' over-allotment option.
Key Financial Metrics
| Metric | Value (Year Ended Dec 31, 2025) |
|---|---|
| Net Income | $7,986,738 |
| Total Assets | $241,345,034 |
| Cash Held in Trust Account | $239,860,969 |
| Cash Outside Trust Account | $1,362,766 |
| Total Liabilities | $8,187,516 |
| Deferred Underwriting Fee | $8,050,000 |
| Ordinary Shares Subject to Redemption | 23,000,000 shares (Redemption value: $10.43/share) |
| Shareholders' Deficit | $(6,703,451) |
Revenue & Margins: The Company has no operating revenue. Net income is derived entirely from interest earned on cash held in the Trust Account ($8,710,969) and bank accounts ($61,744), offset by general and administrative expenses ($785,975).
Liquidity: As of December 31, 2025, the Company held $1,362,766 in cash outside the Trust Account to fund working capital and transaction costs. The Trust Account holds $239,860,969, invested in U.S. government treasury obligations.
Material Changes vs. Prior Period
- From Inception to IPO: The Company transitioned from a pre-IPO shell with no assets (other than deferred offering costs of $429,691 as of Dec 31, 2024) to a public entity with over $241 million in total assets following the February 2025 IPO.
- Profitability: The Company moved from a net loss of $78,700 for the period from inception (June 7, 2024) through December 31, 2024, to a net income of $7,986,738 for the full year ended December 31, 2025. This shift is driven by interest income generated on the Trust Account balance post-IPO.
- Capital Structure: The Company issued 23,000,000 public units and 840,000 private placement units. It also issued 5,750,000 founder shares to the Sponsor for $25,000.
Outlook, Risks, and Management Commentary
Completion Window: The Company has 21 months from the closing of the IPO (until November 12, 2026) to consummate an initial business combination. If no combination is completed by this date, the Company will cease operations, redeem public shares from the Trust Account, and liquidate.
Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern if a business combination is not completed by the mandatory liquidation date. No adjustments have been made to the financial statements for potential liquidation.
Key Risks:
- Failure to Complete Combination: If the Company fails to complete a business combination, public shareholders will receive a pro-rata share of the Trust Account (approx. $10.43 per share as of Dec 31, 2025), and warrants will expire worthless.
- Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against third-party claims (up to $10.05 per share), there is no guarantee the Sponsor has sufficient assets to satisfy these obligations. Additionally, in the event of bankruptcy, Trust Account funds could be subject to creditor claims.
- Market Conditions: The Company's ability to find a target is subject to market volatility, geopolitical instability, and economic downturns.
Management Commentary: Management intends to use the funds in the Trust Account to complete a business combination. They have identified three subsidiaries (ATII Merger Sub Inc., ATII Merger Sub II, LLC, and ATII Holdings Inc.) to facilitate the transaction. The management team emphasizes their experience in the technology sector and prior SPAC success.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of the Trust Account ($239,860,969 as of Dec 31, 2025) and the per-share redemption value ($10.43) to assess liquidation value.
- Deferred Underwriting Fee: Confirm the $8,050,000 deferred fee payable to underwriters upon completion of a business combination, which reduces net assets available for the transaction.
- Completion Deadline: Note the mandatory liquidation date of November 12, 2026 (21 months post-IPO).
- Sponsor Indemnity: Review the Sponsor's ability to satisfy indemnification obligations if third-party claims reduce the Trust Account below $10.05 per share.
- Related Party Transactions: Monitor the $10,000 monthly administrative fee paid to the Sponsor and any potential working capital loans (up to $1.5 million convertible to units).
- Warrant Terms: Verify the exercise price of $11.50 per share and the redemption trigger price of $18.00 per share for public warrants.