ATIIWMEDIUM SIGNALREGULATORY10-K

ATIIW updated its 10-K filing to reflect progression in its SPAC timeline, with updated share count information and refined language around the initial business combination process.

The changes indicate this SPAC is moving through its standard operational timeline, updating procedural language around the trust account mechanics and business combination requirements. The filing maintains the 21-month window to complete an initial business combination, suggesting the company remains on its expected timeline for identifying and closing a target acquisition.

Comparing 2026-03-04 vs 2025-03-31View on EDGAR →
FINANCIAL ANALYSIS

The balance sheet shows a meaningful reduction in current liabilities, declining from $483K to $138K, representing a 72% decrease. This liability reduction suggests improved near-term financial positioning, though the amounts remain relatively modest in the context of the $231 million trust account. The overall financial picture reflects a typical SPAC structure with minimal operational expenses while the company pursues its business combination mandate.

FINANCIAL STATEMENT CHANGES
Current Liabilities
Balance Sheet
-71.6%
$483K$138K

Current liabilities reduced — improved short-term financial position and working capital health.

LANGUAGE CHANGES
NEW — 2026-03-04
PRIOR — 2025-03-31
ADDED
atii20251231_10k.htm FY 2025 --12-31 false 0002028516 1 5 0 0 0 0 0 0 0 6 1 0.5 1 1 0.5 1 0 0 0 10 1 0.5 1 1 0.5 1 750,000 3,000,000 0 0 0 0 0 0 false false false false We are a special purpose acquisition company with no business operations.
As of March 2, 2026, the registrant had 29,590,000 ordinary shares outstanding (inclusive of shares included in outstanding units).
Following the closing of the IPO, a total of $231,150,000 of the net proceeds from the sale of Units in the IPO (including the over-allotment option Units) and the private placement of the Private Placement Units, were placed in a trust account established for the benefit of the Company s public shareholders (the trust account ) with Odyssey Transfer and Trust Company acting as trustee.
We will have up to 21 months from the closing of the IPO to consummate an initial business combination.
We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (net of funds withdrawn to pay our taxes), divided by the number of then issued and outstanding public shares, subject to certain limitations.
Effecting Our Initial Business Combination We have neither engaged in any operations nor generated any revenues to date.
Our only activities from inception through December 31, 2025 were organizational activities, those necessary to prepare for the IPO, and, following the IPO, identifying a target company for an initial business combination.
Deep network and connections to company founders : Our team has many connections to company founders and business leaders across sectors within the technology industry.
Initial Business Combination We will have up to 21 months from the closing of the IPO to consummate an initial business combination.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or officers.
REMOVED
atii20241231_10k.htm 0002028516 Archimedes Tech SPAC Partners II Co.
false --12-31 FY 2024 false false false false false false 0.0001 1,000,000 0 0 0.0001 400,000,000 5,750,000 5,750,000 0.5 0.5 10 0 0 0.5 0.5 6 0 5,750,000 5 60 0.5 Excluded an aggregate of up to 750,000 ordinary shares that were subject to surrender and forfeiture depending on the extent to which the underwriters over-allotment option was exercised (see Note 5).
Included an aggregate of up to 750,000 ordinary shares that were subject to surrender and forfeiture depending on the extent to which the underwriters over-allotment option was exercised (see Note 5).
As of March 28, 2025, the registrant had 29,590,000 ordinary shares outstanding (inclusive of shares included in outstanding units).
We will have up to 21 months to consummate an initial business combination from the closing of the IPO.
If we are unable to consummate an initial business combination within such time period, we will redeem 100% of the issued and outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us, divided by the number of then issued and outstanding public shares, subject to applicable law, and then seek to liquidate and subsequently dissolve.
As of February 12, 2025, a total of $ 231,150,000 of the net proceeds from the sale of Units in the IPO (including the over-allotment option Units) and the private placement of the Private Placement Units, were placed in a trust account established for the benefit of the Company s public shareholders (the trust account ) with Odyssey Transfer and Trust Company acting as trustee.
We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the private placement of the Private Placement Units, the proceeds of the sale of our shares in connection with our initial business combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
Experience identifying strong management teams : With key members of our team having had significant senior executive roles at technology companies, we believe we have an ability to identify the characteristics of successful business leaders, and effective in engaging with these management teams.
Competition We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
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