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United States securities and exchange commission logo
February 11, 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.
Draft Registration
Statement on Form S-1
Submitted January
15, 2021
CIK No. 0001840856
Dear Mr. Cannon:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1. We note you disclose
that your common stock will not trade separately unless and until
you consummate an
initial business combination. Please disclose whether you intend to
list your common stock
on Nasdaq following the initial business combination.
Significant Prior SPAC Experience, page 3
2. Please ensure that the
information in this section regarding management's background is
balanced, with equally
prominent discussion of any management experience with similar
transactions or
business initiatives that generated losses for investors or that were not
completed.
Stephen N. Cannon
Archimedes Tech SPAC Partners Co.
February 11, 2021
Page 2
Prospectus Summary
The Offering, page 7
3. We note your disclosure on page 9 that if a registration statement
covering the shares of
common stock issuable upon exercise of the warrants is not effective
within a specified
period following the consummation of your initial business
combination, warrant holders
may, until such time as there is an effective registration statement
and during any period
when you shall have failed to maintain an effective registration
statement, exercise
warrants on a cashless basis pursuant to the exemption provided by
Section 3(a)(9) of the
Securities Act, provided that such exemption is available. Please
revise to disclose such
specified period.
Use of Proceeds, page 42
4. We note you disclose here and on page 82 that other than the $10,000
per month
administrative fee and repayment of loans to your sponsor, no
compensation or fees of any
kind, including finder's, consulting fees and other similar fees, will
be paid to your
sponsor, initial stockholders, members of your management team or
their respective
affiliates for services rendered prior to or in connection with the
consummation of your
initial business combination. However, we also note you disclose on
pages 13 and 82 that
you may pay consulting, success or finder fees to your sponsor,
officers, directors, initial
stockholders or their affiliates in connection with the consummation
of your initial
business combination. Please revise to reconcile this discrepancy.
5. We note you disclose here and on page 50 that you will use $120,000,
or $10,000 per
month for up to 12 months, of the $750,000 of net proceeds not held in
the trust account to
pay an administrative fee. However, we note that you have 18 months
from the closing of
this offering (or up to 21 months if a definitive agreement with
respect to the proposed
business combination has been executed within 18 months) to complete
an initial business
combination. We further note you disclose on page 73 that you will pay
SPAC Partners
LLC $10,000 per month for providing you with office space and certain
office and
secretarial services through the acquisition of a target business.
Please advise or revise.
Proposed Business
Liquidation if No Business Combination, page 62
6. We note you disclose here that you intend to redeem your public subunits
as soon as
reasonably possible following your 21st month, but you disclose on page
15 that if you are
unable to complete an initial business combination by 18 months from the
closing of this
offering (or up to 21 months if a definitive agreement with respect to a
proposed business
FirstName LastNameStephen N. Cannon
combination has been executed within 18 months), you will, as promptly
as reasonably
Comapany NameArchimedes
possible Techten
but not more than SPAC Partners
business daysCo.
thereafter, redeem 100%
of the outstanding
public
February subunits.
11, 2021 Page Please
2 advise or revise.
FirstName LastName
Stephen N. Cannon
FirstName
ArchimedesLastNameStephen N. Cannon
Tech SPAC Partners Co.
Comapany11,
February NameArchimedes
2021 Tech SPAC Partners Co.
February
Page 3 11, 2021 Page 3
FirstName LastName
Financial Statements, page F-1
7. You have selected December 31 as your fiscal year end, but you present
audited financial
statements as of January 4, 2021 and for the period from September 15,
2020 (inception)
through January 4, 2021. Tell us how you considered presenting audited
financial
statements as of and for the period through December 31, 2020. Refer
to Rule 8-02 of
Regulation S-X.
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,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Giovanni Caruso