Correspondence 0001437749-24-036354 from Archimedes Tech SPAC Partners II Co. (ATII, ATIIU) (CIK 0002028516) (ATII)
Archimedes Tech SPAC Partners II Co. (ATII, ATIIU) (CIK 0002028516)
Date: Nov. 27, 2024 · CIK: 0002028516 · Accession: 0001437749-24-036354
AI Filing Summary & Sentiment
File numbers found in text: 333-282885
Referenced dates: November 7, 2024
Letter
arct20241111_corresp.htm
Giovanni Caruso
Partner
345 Park Avenue
New York, NY 10154
Direct 212.407.4866
Main 212.407.4000
Fax 212.937.3943
gcaruso@loeb.com
November 27, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Kellie Kim
Mark Rakip
Ruairi Regan
Mary Beth Breslin
Re:
Archimedes Tech SPAC Partners II Co.
Registration Statement on Form S-1
Filed October 30, 2024
File No. 333-282885
Ladies and Gentlemen:
On behalf of our client, Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (the “Company”), we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Registration Statement on Form S-1 filed on October 30, 2024, contained in the Staff’s letter dated November 7, 2024 (the “Comment Letter”).
The Company has filed via EDGAR Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Amendment.
Form S-1 Filed October 30, 2024
Summary Financial Data, page 32
1.
We note you reflect total assets of $200,407,300 in your summary financial table. Given the detail presented in note 2, increase to $201 million cash held in trust, and other updated amounts presented, please clarify or revise your disclosures accordingly.
COMPANY RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 32 of the Amendment.
November 27, 2024
Page 2
Notes to Financial Statements, page F-7
2.
Based on the updates to your notes to financial statements and the labeling as unaudited, it is unclear as to what information is audited and what additional information as of and for the period from inception to June 30, 2024 is unaudited. Please amend to update your notes to financial statements accordingly. Refer to Rules 8-02 and 8-03, as well as Rule 1-01(b) of Regulation S-X.
COMPANY RESPONSE: In response to the Staff’s comment, the Company has presented the audited financial statements as of and for the period from inception to June 10, 2024 separately from the unaudited financial statement as of and for the period from inception to September 30, 2024.
Please do not hesitate to contact Giovanni Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.
Sincerely,
/s/ Giovanni Caruso
Show Raw Text
CORRESP 1 filename1.htm arct20241111_corresp.htm Giovanni Caruso Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 gcaruso@loeb.com November 27, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Kellie Kim Mark Rakip Ruairi Regan Mary Beth Breslin Re: Archimedes Tech SPAC Partners II Co. Registration Statement on Form S-1 Filed October 30, 2024 File No. 333-282885 Ladies and Gentlemen: On behalf of our client, Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (the “Company”), we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Registration Statement on Form S-1 filed on October 30, 2024, contained in the Staff’s letter dated November 7, 2024 (the “Comment Letter”). The Company has filed via EDGAR Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Amendment. Form S-1 Filed October 30, 2024 Summary Financial Data, page 32 1. We note you reflect total assets of $200,407,300 in your summary financial table. Given the detail presented in note 2, increase to $201 million cash held in trust, and other updated amounts presented, please clarify or revise your disclosures accordingly. COMPANY RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 32 of the Amendment. November 27, 2024 Page 2 Notes to Financial Statements, page F-7 2. Based on the updates to your notes to financial statements and the labeling as unaudited, it is unclear as to what information is audited and what additional information as of and for the period from inception to June 30, 2024 is unaudited. Please amend to update your notes to financial statements accordingly. Refer to Rules 8-02 and 8-03, as well as Rule 1-01(b) of Regulation S-X. COMPANY RESPONSE: In response to the Staff’s comment, the Company has presented the audited financial statements as of and for the period from inception to June 10, 2024 separately from the unaudited financial statement as of and for the period from inception to September 30, 2024. Please do not hesitate to contact Giovanni Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter. Sincerely, /s/ Giovanni Caruso Giovanni Caruso Partner cc: Long Long