Correspondence 0001437749-25-003049 from Archimedes Tech SPAC Partners II Co. (ATII, ATIIU) (CIK 0002028516) (ATII)
Archimedes Tech SPAC Partners II Co. (ATII, ATIIU) (CIK 0002028516)
Date: Feb. 6, 2025 · CIK: 0002028516 · Accession: 0001437749-25-003049
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File numbers found in text: 333-282885
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CORRESP 1 filename1.htm arct20250206c_corresp.htm Archimedes Tech SPAC Partners II Co. 2093 Philadelphia Pike #1968 Claymont, DE 19703 February 6, 2025 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 RE: Archimedes Tech SPAC Partners II Co. (the “Company”) Registration Statement on Form S-1 (File No. 333-282885) (the “Registration Statement”) Ladies and Gentlemen: The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:30 p.m., Eastern time, on February 10, 2025, or as soon thereafter as practicable. The Company hereby acknowledges that: ● Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; ● The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and ● The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Loeb & Loeb LLP. [Signature page follows] Very truly yours, Archimedes Tech SPAC Partners II Co. By: /s/ Long Long Name: Long Long Title: Chief Executive Officer