UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
ARCHIMEDES
TECH SPAC PARTNERS CO
(Name of Issuer)
Common Stock, par value $0.0001 per Share
(Title of Class of Securities)
039562
103
(CUSIP Number)
December
31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1 (b) |
| ☐ | Rule 13d-1 (c) |
| ☒ | Rule 13d-1 (d) |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME
OF REPORTING PERSON Archimedes Tech SPAC Sponsors LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE
VOTING POWER 3,599,500 |
| 6 | SHARED
VOTING POWER -0- | |
| 7 | SOLE
DISPOSITIVE POWER 3,599,500 | |
| 8 | SHARED
DISPOSITIVE POWER -0- |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,599,500 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.61% |
| 12 | TYPE
OF REPORTING PERSON* |
1
| 1 | NAME
OF REPORTING PERSON
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE
VOTING POWER 3,599,500 |
| 6 | SHARED
VOTING POWER
| |
| 7 | SOLE
DISPOSITIVE POWER 3,599,500 | |
| 8 | SHARED
DISPOSITIVE POWER
|
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,599,500 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.61% |
| 12 | TYPE
OF REPORTING PERSON*
|
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Item 1.
| (a) | Name of Issuer: | Archimedes Tech SPAC Partners Co, a corporation organized under the laws of the State of Delaware (the “Company”) |
| (b) | Address of Issuer's Principal Executive Offices: 2093 Philadelphia Pike #1968 Claymont, DE 19703. |
Item 2.
| (a) | Name of Person Filing: | Archimedes Tech SPAC Sponsors LLC and Stephen N. Cannon. Stephen N. Cannon is the sole manager of Archimedes Tech SPAC Sponsors LLC. |
| (b) | Address of Principal Business Office or if none, Residence: |
The address for this entity and individual is:
c/o Archimedes Tech SPAC Partners Co.
2093 Philadelphia Pike #1968
Claymont, DE 19703
| (c) | Citizenship: | Archimedes Tech SPAC Sponsors LLC – Delaware Stephen N. Cannon – United States |
| (d) | Title of Class of Securities: Common Stock, par value $0.0001 per share |
| (e) | CUSIP Number: 039562 103 |
| Item 3. | Not Applicable |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: 3,599,500 |
| (b) | Percent of Class: |
Archimedes Tech SPAC Sponsors LLC beneficially own 3,599,500 shares of Common Stock and Mr. Cannon is the sole managing member of Archimedes Tech SPAC Sponsors LLC. Mr. Cannon disclaims beneficial ownership of the reported shares other than to the extent of his ultimate pecuniary interest therein. These shares account for 20.61% of the 17,461,000 shares of Common Stock outstanding as of January 10, 2022, as disclosed in the Company’s amended Form 10-Q filed with the SEC on January 10, 2022. Such amount does not include warrants that become exercisable for shares of Common Stock at the closing of the Company’s initial business combination.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
Archimedes Tech SPAC Sponsors LLC – 3,599,500 shares
Stephen N. Cannon - 3,599,500 shares
| (ii) | shared power to vote or to direct the vote: |
Archimedes Tech SPAC Sponsors LLC – 0 shares
Stephen N. Cannon - 0 shares
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| (iii) | sole power to dispose or to direct the disposition of: |
Archimedes Tech SPAC Sponsors LLC – 3,599,500 shares
Stephen N. Cannon - 3,599,500 shares
| (iv) | shared power to dispose or to direct the disposition of: |
Archimedes Tech SPAC Sponsors LLC – 0 shares
Stephen N. Cannon - 0 shares
| Item 5. | Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: Not Applicable |
| Item 9. | Notice of Dissolution of Group: Not Applicable |
| Item 10. | Certifications: Not Applicable |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 11, 2022
| ARCHIMEDES TECH SPAC SPONSORS LLC | ||
| By: | /s/ Stephen N. Cannon | |
| Name: Stephen N. Cannon | ||
| Title: Authorized Signatory | ||
| /s/ Stephen N. Cannon | ||
| Stephen N. Cannon | ||
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