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United States securities and exchange commission logo
February 24, 2021
Stephen N. Cannon
Chief Executive Officer
Archimedes Tech SPAC Partners Co.
2093 Philadelphia Pike #1968
Claymont, DE 19703
Re: Archimedes Tech
SPAC Partners Co.
Registration
Statement on Form S-1
Filed February 12,
2021
File No. 333-253108
Dear Mr. Cannon:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. We note your revised
disclosure regarding redemption of the subunits if you are unable to
consummate an initial
business combination "within 24 months." Please revise to clarify
whether you will redeem
such subunits if you are unable to consummate an initial
business combination
within 24 months from the closing of this offering.
Financial Statements, page F-1
2. We note your response
to prior comment 7 and believe your financial statements should
not be presented for a
period that crosses over your fiscal year end. Revise your financial
statement presentation
to include audited financial statements as of and for the period of
inception through
December 31, 2020. Refer to Rule 8-02 of Regulation S-X.
Stephen N. Cannon
Archimedes Tech SPAC Partners Co.
February 24, 2021
Page 2
Exhibits
3. Please obtain and file a revised legality opinion that opines on the
legality of each of the
securities covered by the registration statement. For example, it is not
clear whether the
shares of common stock included as part of the subunits or underlying the
public warrants
are covered by the legality opinion, and the legality opinion does not
opine on the legality
of the subunits and public warrants. We also note that the term "Shares"
is not defined,
and it is not clear why the opinion opines on shares underlying "Public
Rights."
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Shannon Buskirk, Staff Accountant, at (202) 551-3717 or
Ethan
Horowitz, Accounting Branch Chief, at (202) 551-3311 if you have questions
regarding
comments on the financial statements and related matters. Please contact Karina
Dorin, Staff
Attorney, at (202) 551-3763 or Laura Nicholson, Special Counsel, at (202)
551-3584 with any
other questions.
Sincerely,
FirstName LastNameStephen N. Cannon
Division of
Corporation Finance
Comapany NameArchimedes Tech SPAC Partners Co.
Office of Energy &
Transportation
February 24, 2021 Page 2
cc: Giovanni Caruso
FirstName LastName