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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K/A

Amendment No. 1

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 8, 2022 (March 15, 2021)

  

ARCHIMEDES TECH SPAC PARTNERS CO.

(Exact name of registrant as specified in its charter)

  

Delaware   001-40193     86-1286799
(State or other jurisdiction
of incorporation)
  (Commission File Number)     (IRS Employer
Identification No.)

 

2093 Philadelphia Pike #1968

Claymont, DE 19703

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (650) 560 4753

 

Not Applicable

(Former name or former address, if changed since last report)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         
Units, each consisting of one subunit and one-quarter of one warrant   ATSPU   The Nasdaq Stock Market LLC
         
Subunits included as part of the units, each consisting of one share of common stock, $.0001 par value, and one-quarter of one warrant   ATSPT   The Nasdaq Stock Market LLC
         
Redeemable warrants   ATSPW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

EXPLANATORY NOTE

 

References throughout this Amendment No. 1 to the Current Report on Form 8-K to “we,” “us,” the “Company” or “our company” are to Archimedes Tech SPAC Partners Co., unless the context otherwise indicates.

 

This Amendment No. 1 to the Current Report on Form 8-K/A (the “First Amended Filing”) amends the Current Report on Form 8-K of the Company that was filed with the Securities and Exchange Commission (“SEC”) on March 19, 2021.

 

On March 19, 2021, the Company filed a Current Report on Form 8-K containing the Company’s audited balance sheet as of March 15, 2021 (the “Closing Form 8-K”), the date the Company consummated its initial public offering (the “IPO”).

 

On January 10, 2022, the Company filed Amendment No. 1 to the Quarterly Report on Form 10-Q/A as of and for the quarter ended September 30, 2021 (the “Form 10-Q/A”). In the Form 10-Q/A, the Company disclosed that the Company’s previously issued audited balance sheet as of March 15, 2021 (the “Closing Balance Sheet”) included in the Closing Form 8-K needs to be restated to report all redeemable public subunits as temporary equity and should no longer be relied upon. Additionally, the Company disclosed in the Form 10-Q/A that it had re-evaluated the fair value of the representative shares that had been issued on January 13, 2021, prior to the IPO, and concluded that the fair value the Company had previously used for the representative shares was incorrect. The correction to the value of the representative shares would impact the allocation of the proceeds recorded by the Company upon the closing of the IPO on March 15, 2021. The Company restated its Closing Balance Sheet in Note 2 of the Form 10-Q/A. Subsequent to the filing of the Form 10-Q/A, the Company determined that it needs to also amend the Closing Form 8-K to reflect the aforementioned restatements.

 

On July 27, 2021, the Company filed the Quarterly Report on Form 10-Q as of and for the quarter ended March 31, 2021 (the “Form 10-Q”) where the Company disclosed that, pursuant to new SEC statements, the Company reevaluated the accounting treatment of the Company’s warrants and concluded that the Company’s private warrants meet the definition of a derivative as contemplated in ASC 815 and should be recorded as derivative liabilities on the Company’s balance sheet instead of as equity. The identified errors impacted the Closing Form 8-K. The Company evaluated the errors and had determined that the related impacts were not material to the Closing Form 8-K and thus a restatement was not necessary. However, with the Company’s decision to amend the Closing Form 8-K to restate all of the Company’s redeemable public subunits as temporary equity, the Company concluded that it should also amend the Closing Balance Sheet to restate the private warrants as liability.

 

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.

 

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Item 8.01. Other Events.

 

On March 15, 2021, the Company consummated its initial public offering (the “IPO”) of 12,000,000 units (the “Units”). Each Unit consists of i) one subunit, which consists of one share of common stock of the Company (“Common Stock”) and one-quarter of one redeemable warrant of the Company (“Warrant”) and ii) one-quarter of one Warrant, with each whole Warrant entitling the holder thereof to purchase one share of Common Stock, par value $0.0001 per share, for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $120,000,000. The Company paid the underwriters, in aggregate, a fixed underwriting discount of $2,400,000.

 

On March 15, 2021, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 390,000 Units (the “Private Units”) to Archimedes Tech SPAC Sponsors LLC (“Sponsor”) and EarlyBirdCapital, Inc (“EarlyBirdCapital”) at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $3,900,000. EarlyBirdCapital overfunded the purchase of its Private Units by $500,000, resulting in total gross proceeds to the Company of $4,400,000.

 

As of March 15, 2021, a total of $120,500,000 of the proceeds from the IPO and Private Placement (including the $500,000 of over-funding by EarlyBirdCapital) was held in a U.S.-based trust account at J.P. Morgan, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“JPMorgan Trust”). Of the $120,500,000, $120,000,000 was placed in a U.S.-based trust account at Morgan Stanley, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Morgan Stanley Trust”) on March 16, 2021 and $500,000 remained at JPMorgan Trust and was repaid to EarlyBirdCapital on March 16, 2021.

 

The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,800,000 Public Units to cover over-allotments. On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $13,000,000. The Company paid the underwriters, in aggregate, a fixed underwriting discount of $260,000.

 

Simultaneously with the exercise of the over-allotment option, the Company completed the Private Placement of an aggregate of 26,000 Private Units to the Sponsor and EarlyBirdCapital, at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $260,000.

 

An audited balance sheet as of March 15, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K/A.

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.  Description
    
99.1  Audited Balance Sheet as of March 15, 2021.
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ARCHIMEDES TECH SPAC PARTNERS CO.
     
  By: /s/ Long Long
    Name:  Long Long
    Title: Chief Financial Officer
     
Dated: March 8, 2022    

 

 

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