SecProbe.io

August 15, 2024
Long Long
Chief Executive Officer
Archimedes Tech SPAC Partners II Co.
2093 Philadelphia Pike #1968
Claymont, DE 19703
Re:Archimedes Tech SPAC Partners II Co.
Draft Registration Statement on Form S-1
Submitted July 3, 2024
CIK No. 0002028516
Dear Long Long:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please provide a highlighted cross-reference to all the sections in the prospectus for
disclosures related to each of compensation and material conflicts of interest. See Items
1602(a)(3) and (5) of Regulation S-K.
2.Please state the amount of the compensation received or to be received by the sponsor, its
affiliates, and promoters. See Item 1602(a)(3) of Regulation S-K.
Summary, page 1
3.Where you discuss your management team's experience with SPACs, please expand your
disclosure to identify the special purpose acquisition companies to which you refer, as
well as the SPAC business combinations in which your management team has
participated. For each SPAC, disclose any extensions and redemption levels in connection
with an extension and/or business combination. See Regulation S-K Item 1603(a)(3).

August 15, 2024
Page 2
4.We note your disclosure on pages 3 and 5 and elsewhere in your document that initial
shareholders and members of management will directly or indirectly hold your securities
and may have a conflict of interest in determining whether a particular target business is
an appropriate business with which to effectuate your initial business combination. Where
you state this, also disclose that your founder shares and warrants will be worthless if the
SPAC does not complete an initial business combination within the allotted time. Also
add disclosure of the conflicts of interest relating to the repayment of loans and
reimbursements of expenses that will be paid to the sponsor and/or officers and directors
affiliated with the sponsor upon completion of a de-SPAC transaction. See Item
1602(b)(7) of Regulation S-K.
5.Please disclose your plans if you do not consummate a de-SPAC transaction within 27
months, including whether you expect to extend the time period. Also disclose whether
there are any limitations on the number of extensions, including the number of times.
Finally, disclose the consequences to the sponsor of not completing an extension in this
time period. See Item 1602(b)(4) of Regulation S-K.
6.Please revise the table on page 4 to include the $200,000 loan made by your sponsor for a
portion of the expenses of this offering . Also, please reference in the table reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an
initial business combination, as well as the repayment of loans which may be made by
your sponsor or an affiliate of your sponsor or certain of your directors and officers to
finance transaction costs in connection with an intended initial business combination. See
Item 1602(b)(6) of Regulation S-K.
7.Following the table on page 4 disclosing the nature and amount of compensation to be
received, revise to disclose the extent to which the securities issuance of shares, warrants
and shares underlying warrants (which may be exercised on a cashless basis), may result
in a material dilution of the purchasers' equity interests, including shares and warrants that
may be converted from loans from the sponsor. See Item 1602(b)(6) and Item 1603(a)(6)
of Regulation S-K.
8.We note your disclosure on page 6 regarding additional financing. Please describe how
additional financings may impact unaffiliated security holders. See Item 1602(b)(5) of
Regulation S-K.
9.Where you discuss transfer restrictions on pages 15 and 124, please revise to clarify the
exception(s) by virtue of your sponsor’s limited liability company agreement referenced
on page 124. See Item 1603(a)(6) of Regulation S-K. Please also revise the tables to
disclose the lock-up agreement with the underwriter referenced on page 65. See Item
1603(a)(9) of Regulation S-K.
10.Under Conflicts of Interest on page 26, please disclose the additional conflicts of interest
relating to repayment of loans, reimbursement of the sponsor and others for any out-of-
pocket expenses and forfeiture of fees in the event you do not complete a de-SPAC
transaction.

August 15, 2024
Page 3
11.We note your disclosure that you may seek to acquire a business affiliated with your
sponsor, initial shareholders, directors or officers. In your Conflicts of Interest disclosure
on page 26 and elsewhere as appropriate, please expand to describe the conflicts of
interest that may arise in the event that you do so. See Item 1602(b)(7) of Regulation S-
K.
12.In the disclosure regarding the dilution tables on page 30 and 81, please revise to expand
on your assumption that no ordinary shares and convertible equity or debt securities are
issued in connection with additional financing that you may seek in connection with an
initial business combination, by highlighting that you may need to do so because you
intend to target an initial business combination with a target business with an enterprise
value that is greater than what you could acquire with the net proceeds of this offering and
the sale of the private units, as you state on page 6 and elsewhere.
Capitalization, page 84
13.In the Capitalization table, the As adjusted amount $554 appears to include the par value
of the 540,000 Private Units. However, it is unclear how the as adjusted amount of
ordinary shares issued and outstanding takes into consideration 540,000 ordinary shares to
be issued in conjunction with your private placement. Please advise or revise.
Prior Experience with Blank Check Companies, page 115
14.Please describe the experience of the sponsor, its affiliates, and any promoters in
organizing special purpose acquisition companies and the extent to which the sponsor, its
affiliates, and the promoters are involved in other special purpose acquisition
companies. Please clarify how opportunities to acquire targets are allocated among
SPACs. See Item 1603(a)(3) of Regulation S-K.
Conflicts of Interest, page 119
15.Please state the basis for your disclosure on pages 26 and 121 that you do not believe that
any of the foregoing fiduciary duties or contractual obligations will materially affect your
ability to identify and pursue business combination opportunities or complete your initial
business combination.
Certain Relationships and Related Party Transactions, page 125
16.Please disclose any circumstances under the sponsor may surrender or cancel shares in
connection with a de-SPAC transaction, such as in connection with a PIPE financing or
earnout provision. See Item 1603(a)(6) of Regulation S-K.
Note 7. Shareholder's Equity
Private Placement Warrants, page F-16
We note your disclosure that you have determined the classification of the private and
public warrants as equity. Please provide us with your analysis under ASC 815-40 to
support your accounting treatment for these warrants. As part of your analysis, address
whether there are any terms or provisions in the warrant agreement that provide for
potential changes to the settlement amounts that are dependent upon the characteristics of
the warrant holder, and if so, how you analyzed those settlement provisions in accordance
with the guidance in ASC 815-40. Your response should address, but not be limited to, 17.

August 15, 2024
Page 4
your disclosure in the last paragraph, that "If the Private Placement Warrants are held by
someone other than the initial purchasers or their permitted transferees, the Private
Placement Warrants will be redeemable by the Company and exercisable by such holders
on the same basis as the Public Warrants."
            Please contact Kellie Kim at 202-551-3129 or Mark Rakip at 202-551-3573 if you have
questions regarding comments on the financial statements and related matters. Please contact
Ruairi Regan at 202-551-3269 or Mary Beth Breslin at 202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Giovanni Caruso, Esq.