Archimedes Tech SPAC Partners II Co美股招股说明书(2025-02-11版)

Archimedes Tech SPAC Partners II Co. 20,000,000Units Archimedes Tech SPAC Partners II Co. is a blank check company newly incorporated in the Cayman Islands asan exempted company 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. We have notselected any business combination target and we have not, nor has anyone on our behalf, initiated anysubstantive discussions, directly or indirectly, with any business combination target with respect to an initialbusiness combination with us. Our efforts to identify a prospective target business will not be limited to aparticular industry or geographic region although we intend to focus our search for business combination targetsin the technology industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof topurchase one ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus,and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units andonly whole warrants will trade. The warrants will become exercisable at the later of 12 months from the closingof this offering and 30 days after the completion of our initial business combination and will expire five yearsafter the completion of our initial business combination or earlier upon redemption or liquidation, as described inthis prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrantsonce they become exercisable. We have also granted the underwriters a 45-day option from the date of thisprospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary sharesupon the completion of our initial business combination at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account described below calculated as of two business days prior tothe completion of our initial business combination, including interest (net of amounts withdrawn to pay ourtaxes), divided by the number of then issued and outstanding ordinary shares that were sold as part of the units inthis offering, which we refer to collectively as our public shares, subject to the limitations described herein. If weseek shareholder approval of our initial business combination and we do not conduct redemptions in connectionwith our initial business combination pursuant to the tender offer rules, our amended and restated memorandumand articles of association will provide that a public shareholder, together with any affiliate of such shareholderor any other person with whom such shareholder is acting in concert or as a “group” (as defined underSection 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering, without our prior consent, as described in more detail in thisprospectus. Our public shareholders will be permitted to redeem their shares regardless of whether they abstain,vote for, vote against, or vote at all with respect to the proposed business combination. We have until the date that is 21 months from the closing of this offering, or until such earlier liquidation date asour board of directors may approve, to consummate our initial business combination. If we anticipate that wemay be unable to consummate our initial business combination within such 21-month period, we may seekshareholder approval to amend our amended and restated memorandum and articles of association to extend thedate by which we must consummate our initial business combination (as well as to modify the substance ortiming of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the time periods described herein or with respect to any other material provisions relating toshareholders’ rights or pre-initial business combination activity). If we seek shareholder approval for anextension, holders of public shares will be offered an opportunity to redeem their shares at a per share price,payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net offunds withdrawn to pay our taxes), divided by the number of then issued and outstanding public shares, subjectto applicable law. We refer to the time period we have to complete an initial business combination, as it may beextended as described above, as the “completion window.” If we have not completed our initial businesscombination within the completion window, we will redeem 100% of the issued and outstanding public shares ata per-share price,