Archimedes Tech SPAC Partners II Co. filed its quarterly report on Form 10-Q for the period ended June 30, 2026, with the SEC on August 13, 2026, reporting a net loss of $135,048,119 for the first six months of the year, driven primarily by a $100,000,000 PIPE subscription expense and a $37,942,000 change in fair value of a PIPE subscription derivative liability.

Key Highlights

  • Net loss of $135,048,119 for the six months ended June 30, 2026, compared to net income of $3,517,801 for the same period in 2025, according to the filing.
  • PIPE subscription expense of $100,000,000 and a change in fair value of PIPE subscription derivative liability of $37,942,000 were recorded in Q2 2026, with no comparable charges in Q2 2025.
  • PIPE subscription derivative liability of $137,942,000 appeared as a new current liability on the June 30, 2026 balance sheet, up from zero at December 31, 2025.
  • Trust Account balance of $244,162,068 as of June 30, 2026, up from $239,860,969 at December 31, 2025.
  • 23,000,000 ordinary shares subject to possible redemption at a redemption value of $10.62 per share as of June 30, 2026, compared to $10.43 per share at December 31, 2025.
  • Total shareholders' deficit widened to $146,052,669 as of June 30, 2026, from $6,703,451 at December 31, 2025.
  • Cash on hand fell to $414,970 as of June 30, 2026, from $1,362,766 at December 31, 2025.

PIPE Charges Drive Sharp Swing to Loss at Archimedes Tech SPAC Partners II

According to the filing, Archimedes Tech SPAC Partners II Co. (NASDAQ:ATII) recorded a net loss of $136,752,922 for the three months ended June 30, 2026, a sharp reversal from net income of $2,358,578 in the comparable quarter of 2025. The company disclosed that the primary drivers were a $100,000,000 PIPE subscription expense and a $37,942,000 change in fair value of a PIPE subscription derivative liability, both of which appeared for the first time in the second quarter of 2026. General and administrative expenses also rose to $977,614 for Q2 2026, compared to $150,006 in Q2 2025.

The balance sheet as of June 30, 2026, reflected the impact of these charges. The filing reported total liabilities of $146,568,160, up substantially from $8,187,516 at December 31, 2025, with the newly recorded PIPE subscription derivative liability of $137,942,000 accounting for the majority of that increase. The deferred underwriting fee payable remained unchanged at $8,050,000. Total assets were reported at $244,677,559, with the demand deposit held in Trust Account comprising $244,162,068 of that total.

The company reported that 23,000,000 ordinary shares remain subject to possible redemption, with a per-share redemption value of $10.62 as of June 30, 2026. An additional 6,590,000 shares were issued and outstanding as of that date, excluding shares subject to redemption. As of August 13, 2026, the filing stated there were 29,590,000 ordinary shares issued and outstanding in total. The registrant identified itself as a shell company, a smaller reporting company, and an emerging growth company in the filing.

What Was Disclosed

The 10-Q for the quarter ended June 30, 2026, disclosed a net loss of $135,048,119 for the six-month period, driven by a $100,000,000 PIPE subscription expense and a $37,942,000 derivative liability fair-value charge. Trust Account assets stood at $244,162,068 and total shareholders' deficit reached $146,052,669.