Archimedes Tech SPAC Partners III Co美股招股说明书(2026-01-26版)

Archimedes Tech SPAC Partners III Co. 24,000,000Units Archimedes Tech SPAC Partners III Co. is a blank check companyincorporated in the Cayman Islands as an exempted companyfor the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization,reorganization or other similar business combination with one or more businesses. We have not selected any business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any businesscombination target with respect to an initial business combination with us. Our efforts to identify a prospective target business willnot be limited to a particular 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 one ordinary share andone-fourth (1/4) of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share at aprice of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. Nofractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will becomeexercisable at the later of 12months from the closing of this offering and 30days after the completion of our initial businesscombination and will expire fiveyears after the completion of our initial business combination or earlier upon redemption or ourliquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem thewarrants once they become exercisable. We have also granted the underwriters a 45-day option from the date of this prospectus topurchase up to an additional 3,600,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on depositin the trust account described below calculated as of twobusinessdays prior to the completion of our initial business combination,including interest (net of amounts withdrawn to pay our taxes (“permitted withdrawals”)), divided by the number of then issuedand outstanding ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our “publicshares,” subject to the limitations described herein. If we seek shareholder approval of our initial business combination and we donot conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended andrestated memorandum and articles of association will provide that a public shareholder, together with any affiliate of suchshareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section13 ofthe ExchangeAct), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold inthis offering, without our prior consent, as described in more detail in this prospectus. Our public shareholders will be permitted toredeem their shares regardless of whether they abstain, vote for, vote against, or vote at all with respect to the proposed businesscombination. We have until the date that is 24 months from the closing of this offering, or until such earlier liquidation date as our board ofdirectors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate ourinitial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restatedmemorandum and articles of association by special resolution to extend the date by which we must consummate our initialbusiness combination (as well as to modify the substance or timing of our obligation to redeem 100% of our public shares if wehave not consummated an initial business combination within the time periods described herein or with respect to any othermaterial provisions relating to shareholders’rights or pre-initial business combination activity). If we seek shareholder approval foran extension, 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 of permitted withdrawals), divided by thenumber of then issued and outstanding public shares, subject to applicable law. We refer to the time period we have to complete aninitial business combination, as it may be extended as described above, as the “completion window.” If we have not completed ourinitial business combination within the completion window, we will redeem 100% of the iss