Soundhound Ai, Inc S-1/A, filed Mar 8, 2021

Soundhound Ai, Inc. (SOUN)

S-1/A 2021-03-08

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Delaware		6770		86-1286799
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	£	Accelerated filer	£
Non-accelerated filer	S	Smaller reporting company	S
		Emerging growth company	S

Title of each Class of Security being registered	Amount being Registered	Proposed Maximum Offering Price Per Security(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee(6)(7)
Units, each consisting of one Subunit and one-quarter of one Warrant(2)	11,500,000 Units(2)	$	10.00	$	115,000,000	$	12,547
Redeemable Warrants included as part of the Units(3)(4)	2,875,000 Warrants
Shares of common stock underlying warrants included in the units	2,875,000 Shares		11.50		33,062,500		3,608
Subunits included as part of the Units, each consisting of one share of common stock, $.0001 par value, and one-quarter of one Warrant	11,500,000 Subunits
Shares of common stock included as part of the Subunits(3)	11,500,000 Shares		—		—		—	(5)
Redeemable Warrants included as part of the Subunits(3)	2,875,000 Warrants
Shares of common stock underlying warrants included in the subunits	2,875,000 Shares		11.50		33,062,500		3,608
Total				$	181,125,000	$	19,763	(7)

	Per Unit		Total
Public offering price	$	10.00	$	100,000,000
Underwriting discounts and commissions(1)	$	0.20	$	2,000,000
Proceeds, before expenses, to us	$	9.80	$	98,000,000

		Page
Prospectus Summary		1
Summary Financial Data		19
Risk Factors		20
Cautionary Note Regarding Forward Looking Statements		41
Use of Proceeds		42
Dividend Policy		45
Dilution		46
Capitalization		48
Management’s Discussion and Analysis of Financial Condition and Results of Operations		49
Proposed Business		53
Management		70
Principal Stockholders		78
Certain Transactions		81
Description of Securities		84
Shares Eligible for Future Sale		91
Material U.S. Federal Tax Considerations		93
Underwriting		101
Legal Matters		111
Experts		111
Where You Can Find Additional Information		111
Index to Financial Statements		F-1

Securities offered		10,000,000 units, at $10.00 per unit, each unit consisting of (i) one subunit, each subunit consisting of one share of common stock and one-quarter of one warrant, and (ii) one-quarter of one warrant; each whole warrant will be exercisable to purchase one share of common stock.
Listing of our securities and proposed symbols		We anticipate that the units, subunits and public warrants, will be listed on Nasdaq under the symbols “ATSPU,” “ATSPT,” and “ATSPW,” respectively. The common stock will not trade separately unless and until we consummate an initial business combination. Upon consummation of our initial business combination, we anticipate the common stock will be traded on Nasdaq under the symbol “ATSP.”
Trading commencement and separation of securities		The units will begin trading on or promptly after the date of this prospectus. The subunits and warrants comprising the units, but not the shares of common stock and warrants included in the subunits, will begin to trade separately on the 90th day after the date of this prospectus unless EarlyBirdCapital informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release and filed a Current Report on Form 8-K announcing when such separate trading will begin.
		Once the subunits and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into subunits and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase a multiple of four units, the number of tradeable warrants issuable to you upon separation of the units will be rounded down to the nearest whole number of warrants.
		In no event will the subunits and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option. We will also include the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if EarlyBirdCapital has allowed separate trading of the subunits and warrants prior to the 90th day after the date of this prospectus.
		The subunits will continue to trade as a subunit consisting of one share of common stock and one-quarter of a warrant until we consummate an initial business combination, at which time they (to the extent not redeemed) will automatically separate and the subunits will no longer be outstanding. The common stock will not trade separately unless and until we consummate an initial business combination. At such time, every four one-quarter warrants will automatically be combined to form a whole warrant and fractional warrants will no longer exist. Since no fractional warrants will then exist and only whole warrants will trade, investors will need to have a number of subunits divisible by four at that time or they will lose any fractions of a warrant they hold. Accordingly, in order to avoid such a situation, investors that do not intend to transfer the component pieces of the units prior to the consummation of a business combination should continue to hold their securities as a combined unit in multiples of four so as to ensure that no portion of the warrant is lost.

Units:
Number outstanding before this offering		0 units
Number to be sold in private placement		350,000 units
Number outstanding after this offering and private placement		10,350,000 units
Subunits:
Number outstanding before this offering		0 subunits
Number to be sold in private placement		350,000 subunits
Number outstanding after this offering and private placement		10,350,000 subunits
Shares of common stock:
Number outstanding before this offering		3,225,000 shares(1)
Number to be sold in private placement		350,000 shares
Number to be outstanding after this offering and private placement		13,200,000 shares(2)
Warrants:
Number outstanding before this offering		0 warrants
Number to be sold as part of units and subunits in private placement		175,000 warrants(3)
Number to be sold as part of units and subunits in this offering and private placement		5,175,000 warrants(3)
Exercisability		Each whole warrant is exercisable for one share of common stock at a price of $11.50 per share and only whole warrants are exercisable. The warrants will become exercisable 30 days after the completion of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption.

		We structured each unit to consist of one subunit (consisting of one share of common stock and one-quarter of a warrant) and one-quarter of a warrant. We have structured our offering in this fashion to attempt to (i) maximize the amount of cash in trust that will be available for our use following our business combination and (ii) to reduce the total number of warrants outstanding, as compared to a structure in which one unit consists of one share and one-half of a full warrant, in the event a portion of our stockholders elect to redeem their subunits in connection with either our stockholder vote or our pre-business combination tender offer as any stockholder that redeems its subunits will forfeit one-quarter of a warrant underlying the subunit. We believe this structure will be viewed more favorably by potential business combination candidates than the traditional structure as it provides an additional incentive for stockholders to not redeem and in the event a portion of them do redeem, it reduces overall dilution, as compared to a structure in which one unit consists of one share and one-half of a full warrant, due to a reduction in the number of warrants outstanding.
Exercise price		$11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial stockholders or their affiliates, without taking into account any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions) and (z) the volume weighted average trading price of our shares during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities, and the $18.00 redemption trigger price will be adjusted to 180% of this amount.
		No warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 90 days following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we 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 of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Redemption		We may redeem the outstanding warrants (excluding the private warrants underlying the private units and private subunits, and any warrants underlying additional units issued to our sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to us) in whole and not in part, at a price of $0.01 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last sales price of our shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.
		If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of common stock may fall below the $18.00 trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.
		If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of common stock for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.
Securities purchased, or being purchased, by insiders in connection with this offering		Prior to this offering, we have issued 2,875,000 founder shares owned by our sponsor and director nominees, including up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the initial stockholders will own 20% (not including the private placement shares and the representative shares and assuming the initial stockholders do not purchase any units in this offering) of our issued and outstanding shares after this offering.
		The founder shares are identical to the shares of common stock included in the units being sold in this offering. However, our initial stockholders and officers and directors have agreed (A) to vote any shares owned by them in favor of any proposed business combination, (B) not to convert any shares in connection with a stockholder vote to approve a proposed initial business combination or sell any shares to us in a tender offer in connection with a proposed initial business combination and (C) that the founder shares will not participate in any liquidating distributions from our trust account upon winding up if a business combination is not consummated.

		Simultaneously with the consummation of this offering, our sponsor and EarlyBirdCapital have committed that they and/or their designees will purchase from us an aggregate of 350,000 private units at $10.00 per unit, for a total purchase price of $3,500,000 in a private placement that will occur simultaneously with the consummation of this offering. Each private unit will consist of one private subunit (consisting of one private share and one-quarter of a private warrant) and one-quarter of a private warrant. They have also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they and/or their designees will purchase from us additional private units (up to a maximum of 30,000 private units at a price of $10.00 per private unit) in an amount that is necessary to maintain in the trust account $10.00 per unit sold to the public in this offering. These additional private units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment option. The amounts to be paid upon consummation of the private placement will be placed in escrow with our counsel prior to the consummation of this offering. The private units (and underlying private subunits, private shares and private warrants) are identical to the units (and underlying securities) sold in this offering except that the private warrants included in the private units: (i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, as described in this prospectus, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the private warrants are held by holders other than the initial purchasers or any of their permitted transferees, the private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Furthermore, our initial stockholders have agreed (A) to vote the private shares contained in the subunits, in favor of any proposed business combination, (B) not to convert any private subunits in connection with a stockholder vote to approve a proposed initial business combination or sell any private shares to us in a tender offer in connection with a proposed initial business combination and (C) that the private subunits shall not participate in any liquidating distribution from our trust account upon winding up if a business combination is not consummated. In the event of a liquidation prior to our initial business combination, the private units will likely be worthless.
		If we sought stockholder approval of a proposed transaction we could need as little as 100,001 of our public shares (or approximately 1.0% of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming that only a quorum is present at the meeting, that the over-allotment option is not exercised, that the initial stockholders do not purchase any units in this offering or units or subunits in the after-market and that the 350,000 representative shares are voted in favor of the transaction). In the event of a liquidation prior to our initial business combination, the private warrants will likely be worthless.
Restrictions on transfer of founder shares and private units		On the date of this prospectus, the founder shares will be placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow for a period ending (1) with respect to 50% of the founder shares, the earlier of one year after the date of the consummation of our initial business combination and the date on which the closing price of our shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (2) with respect to the remaining 50% of the founder shares, one year after the date of our consummation of the initial business combination, or earlier, in either case, if, subsequent to the initial business combination, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their shares of common stock for cash, securities or other property. The limited exceptions include transfers, assignments or sales (i) among our initial stockholders or to our initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members

		upon its liquidation, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation of our initial business combination, or (vii) in connection with the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder shares.
		The purchasers of the private units have also agreed not to transfer, assign or sell any of the private units, including the underlying private subunits, private shares and private warrants (except in connection with the same limited exceptions that the founder shares may be transferred as described above), until after the completion of our initial business combination.
Representative shares		On January 13, 2021, we issued to EarlyBirdCapital and its designees an aggregate of 350,000 representative shares at $0.0001 per share. The holders of the representative shares have agreed not to transfer, assign or sell any such shares without our prior consent until the completion of our initial business combination. In addition, the holders of the representative shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within 18 months from the closing of this offering.
Offering proceeds to be held in trust		An aggregate of $10.00 per unit sold to the public in this offering (regardless of whether or not the over-allotment option is exercised) will be placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. Except as set forth below, the proceeds held in the trust account will not be released until the earlier of the completion of an initial business combination and our redemption of 100% of the outstanding public subunits if we have not completed a business combination in the required time period. Therefore, except as set forth below, unless and until an initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business.

		Notwithstanding the foregoing, there can be released to us from the trust account any interest earned on the funds in the trust account that we need to pay our income or other tax obligations. With these exceptions, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account (initially estimated to be $750,000). Additionally, in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our sponsor, initial stockholders, officers, directors and their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. The units would consist of one share of our common stock and one warrant, which common stock and warrants would be identical to the common stock and warrants included in the private units. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no other proceeds from our trust account would be used for such repayment.
		None of the warrants may be exercised until 30 days after the consummation of a business combination and, thus, after the proceeds of the trust account have been disbursed. Accordingly, the warrant exercise price will be paid directly to us and not placed in the trust account.
Limited payments to insiders		There will be no fees, reimbursements or other cash payments paid to our sponsor, officers, directors, initial stockholders or their affiliates for any services they render prior to, or in order to effectuate the consummation of, an initial business combination (regardless of the type of transaction that it is) other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:
		• repayment at the closing of this offering of an aggregate of up to $300,000 of non-interest-bearing loans made by our sponsor, Archimedes Tech SPAC Sponsors LLC;
		• payment of $10,000 per month to an affiliate of our Chief Executive Officer for office space and related services;
		• payment of consulting, success or finder fees to our sponsor, officers, directors, initial stockholders or their affiliates in connection with the consummation of our initial business combination; we may pay such fees in the event such parties bring specific target company, industry or market expertise, as well as insights or relationships that we believe are necessary in order to locate, assess, negotiate and consummate an initial business combination; the amount of any fee we pay to such parties will be based upon the prevailing market for similar services for such transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest; and
		• payment to EarlyBirdCapital of the 2% underwriting discount and 3.5% business combination marketing agreement fee (a portion of the business combination marketing fee may be paid to other parties) as described under the section “Underwriting”; and
		• reimbursement of out-of-pocket expenses incurred by our sponsor, officers, directors, initial stockholders or their affiliates in connection with certain activities on our behalf, such as our formation, identifying and investigating possible target businesses and business combinations.

		There is no limit on the amount of consulting, success or finder fees payable by us upon consummation of an initial business combination. Additionally, there is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to our sponsor, officers, directors, initial stockholders or our or their respective affiliates, with any interested director abstaining from such review and approval.
Stockholder approval of, or tender offer in connection with, initial business combination		In connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which stockholders may seek to convert their subunits, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our stockholders with the opportunity to sell their subunits to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. If we determine to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its subunits rather than some pro rata portion of his, her or its subunits. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their subunits to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If we determine to allow stockholders to sell their subunits to us in a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation and, if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
		We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, we may need to have more than $5,000,001 in net tangible assets either immediately prior to or upon consummation and this may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all.
		Our initial stockholders and officers and directors and their affiliates have agreed (i) to vote any shares included in any subunits owned by them in favor of any proposed business combination, (ii) not to convert any subunits in connection with a stockholder vote to approve a proposed initial business combination and (iii) not to sell any subunits to us in a tender offer in connection with any proposed business combination.

		None of our sponsor, initial stockholders, officers, directors or their affiliates has indicated any intention to purchase units in this offering or any units, subunits or warrants from persons in the open market or in private transactions. However, if we hold a meeting to approve a proposed business combination and a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our sponsor, initial stockholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to influence any vote held to approve a proposed initial business combination. Notwithstanding the foregoing, our officers, directors, sponsor and their affiliates will not make purchases of units, subunits or warrants if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.
Conversion rights		In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he or she is voting for or against such proposed business combination or does not vote at all, to demand that we convert his or her subunits into a pro rata share of the trust account. However, any stockholder redeeming its subunits will forfeit the one-quarter of a warrant included in such subunit, without the payment of any additional consideration.
		We may require public stockholders, whether they are a record holder or hold their subunits in “street name,” to either (i) physically tender their certificates to our transfer agent or (ii) deliver their subunits to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case prior to a date set forth in the tender offer documents or proxy materials sent in connection with the proposal to approve the business combination. There is a nominal cost associated with this tendering process and the act of certificating the subunits or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder.
Liquidation if no business combination		If we are unable to complete an initial business combination by 18 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public subunits, at a per-subunit price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to us (net of taxes payable), divided by the number of then outstanding public subunits, which redemption will completely extinguish public stockholders’ rights as holders of subunits (including the right to receive further liquidation distributions, if any), subject to applicable law. Public stockholders will also forfeit the one-quarter warrant included in the subunits being redeemed. As promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, we will dissolve and liquidate, subject to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. We cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims. Although we are required to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not

		challenge the enforceability of these waivers and bring claims against the trust account for monies owed them. Our sponsor has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.00 per subunit by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. The agreement entered into by our sponsor specifically provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account or (2) as to any claims for indemnification by the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Marcum LLP, our independent registered public accounting firm, and the underwriters of the offering will not execute agreements with us waiving such claims to the monies held in the trust account. We have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we believe that it is unlikely that our sponsor will be able to satisfy its indemnification obligations if it is required to do so.
		The holders of the founder shares, representative shares and private subunits (or underlying securities) will not participate in any redemption distribution from our trust account with respect to such securities.
		If we are unable to consummate an initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, we expect that the initial per-subunit redemption price will be approximately $10.00 (which is equal to the anticipated aggregate amount then on deposit in the trust account excluding interest earned on the funds held in the trust account). The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, we cannot assure you that the actual per-subunit redemption price will not be less than approximately $10.00.
		We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor has contractually agreed to advance us the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has contractually agreed not to seek repayment for such expenses.
		Our sponsor, initial stockholders, officers and directors have agreed that they will not propose any amendment to our amended and restated certificate of incorporation that would affect our public stockholders’ ability to convert or sell their subunits to us in connection with a business combination as described herein or affect the substance or timing of our obligation to redeem 100% of our public subunits if we do not complete a business combination within 18 months from the closing of this offering, unless we provide our public stockholders with the opportunity to convert their subunits upon the approval of any such amendment at a per-subunit price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to us but net of franchise and income taxes payable, divided by the number of then outstanding public subunits. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, initial stockholders, executive officers, directors or any other person.

	December 31, 2020 Actual			January 4, 2021 After Issuance of the Founder Shares			As Adjusted
Balance Sheet Data:
Working (deficiency) capital(1)	$	(716	)	$	(716	)	$	100,774,319
Total assets(2)		—			25,000			100,774,319
Total liabilities		716			716			—
Value of common stock subject to possible redemption(3)		—			—			95,774,310
Stockholders’ equity/(deficit)(4)		(716	)		24,284			5,000,009

	Purchased			Total Consideration				Average Price Per Share
	Number	Percentage		Amount		Percentage		Average Price Per Share
Initial stockholders(1)	2,500,000	18.94	%	$	25,000	0.02	%	$	0.01
Representative shares(2)	350,000	2.65	%		35	0.00	%		0.00
Private stockholders	350,000	2.65	%		3,500,000	3.38	%		10.00
Public stockholders	10,000,000	75.76	%		100,000,000	96.60	%	$	10.00
	13,200,000	100.00	%	$	103,525,035	100.00	%

Name	Age	Position
Dr. Eric R. Ball	57	Chairman of the Board nominee
Stephen N. Cannon	53	Chief Executive Officer & President
Daniel Sheehan	66	Chief Operating Officer nominee
Long Long	36	Chief Financial Officer
Bryant B. Edwards	66	Director nominee
Dr. Luc Julia	55	Director nominee
Rajan P. Pai	47	Director nominee

Name of Individual (1)		Role in and Name of Affiliated Entity
Dr. Eric R. Ball		General Partner of Impact Venture Capital(2)
		Director and Audit Chair of Glu Mobile Inc
Stephen N. Cannon		Chief Operating Officer and President of Ackrell SPAC Partners I Co.
		President of Everest Partners Limited
Daniel L. Sheehan		Managing Partner of Silicon Valley Wealth Law
Long Long		Chief Financial Officer and President of Ackrell SPAC Partners I Co.
Luc Julia		CTO and Senior Vice President of Innovation for Samsung Electronics

	Without Over-Allotment Option			Over-Allotment Option Exercised
Gross proceeds
From offering	$	100,000,000		$	115,000,000
From private placement		3,500,000			3,800,000
Total gross proceeds		103,500,000			118,800,000
Offering expenses(1)
Underwriting discount payable at closing (2.0% of gross proceeds from units offered to public)		2,000,000	(2)		2,300,000	(2)
Legal fees and expenses		225,000			225,000
Nasdaq listing fees (including deferred portion)		75,000			75,000
Printing and engraving expenses		40,000			40,000
Accounting fees and expenses		35,000			35,000
FINRA filing fee		32,629			32,629
SEC registration fee		19,763			19,763
D&O Insurance		300,000			300,000
Miscellaneous expenses		22,608			22,608
Total expenses		2,750,000			3,050,000
Net proceeds
Held in trust		100,000,000			115,000,000
Not held in trust		750,000			750,000
Total net proceeds	$	100,750,000		$	115,750,000

	Amount		Percentage
Use of net proceeds not held in trust(3)(4)
Legal, accounting and other expenses attendant to the search for target businesses and to the due diligence, investigation, structuring and negotiation of a business combination	$	240,000	32.0	%
Legal, accounting, audit and other fees relating to SEC reporting obligations		180,000	24.0
Payment of administrative fee to an affiliate of our Chairman ($10,000 per month for up to 18 months)		180,000	24.0
Working capital to cover miscellaneous expenses		150,000	20.0
Total	$	750,000	100.0	%

	Without Over-allotment			With Over-allotment
Public offering price	$	10.00		$	10.00
Net tangible book deficit before this offering	$	(0.00	)	$	(0.00	)
Increase attributable to public stockholders and sale of the private units	$	1.38		$	1.24
Pro forma net tangible book value after this offering	$	1.38		$	1.24
Dilution to public stockholders	$	8.62		$	8.76
Percentage of dilution to public stockholders		86.2	%		87.6	%

	Without Over-allotment			With Over-allotment
Numerator:
Net tangible book deficit before this offering	$	(716	)	$	(716	)
Net proceeds from this offering and sale of the private units		100,750,000			115,750,000
Plus: Proceeds from the issuance of representative shares		35			35
Plus: Offering costs paid in advance, excluded from tangible book value before this offering		25,000			25,000
Less: Proceeds held in trust subject to redemption		(95,774,310	)		(110,774,310	)
	$	5,000,009		$	5,000,009
Denominator:
Common stock outstanding prior to this offering		2,875,000			2,875,000
Common stock forfeited if over-allotment is not exercised		(375,000	)		—
Common stock underlying the representative shares		350,000			350,000
Common stock included in the units offered		10,000,000			11,500,000
Common stock included in the private units		350,000			380,000
Less: common stock subject to redemption		(9,577,431	)		(11,077,431	)
		3,622,569			4,027,569

	December 31, 2020 Actual			January 4, 2021 After Issuance of the Founder Shares			As Adjusted
Notes payable to related party(1)	$	—		$	—		$	—
Common stock, subject to redemption, 0 and 9,577,431 shares which are subject to possible redemption, actual and as adjusted, respectively(2)		—			—			95,774,310
Common stock, $0.0001 par value, 31,000,000 shares authorized, 0, 2,875,000 and 3,622,569 shares issued and outstanding, actual as of December 31, 2020, as of after issuance of the founder shares, and as adjusted, respectively(3)		—			288			362
Additional paid-in capital		—			24,712			5,000,363
Accumulated deficit		(716	)		(716	)		(716	)
Total stockholders’ equity/(deficit)	$	(716	)	$	24,284		$	5,000,009
Total capitalization	$	(716	)	$	24,284		$	100,774,319

	Terms of the Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	$100,000,000 of the proceeds from this offering and sale of the private units will be deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee	$88,200,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds	The $100,000,000 of proceeds from this offering and sale of the private units held in trust will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Limitation on fair value or net assets of target business	Our initial business combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the trust account (excluding the taxes payable on the interest earned on the trust account) at the time of the agreement to enter into the initial business combination. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.	We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.

	Terms of the Offering	Terms Under a Rule 419 Offering
Trading of securities issued	The units may commence trading on or promptly after the date of this prospectus. The subunits and warrants comprising the units, but not the shares of common stock and warrants included in the subunits, will begin to trade separately on the 90th day after the date of this prospectus unless EarlyBirdCapital informs us of its decision to allow earlier separate trading, provided that in no event may the subunits and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering, including any proceeds we receive from the exercise of the over-allotment option, if such option is exercised prior to the initial filing of such Current report on Form 8-K. Once the subunits and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces.	No trading of the units or the underlying shares of common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
	If the over-allotment option is exercised after the initial filing of such Current Report on Form 8-K, we will file an amendment to the Form 8-K to provide updated financial information to reflect the exercise and consummation of the over-allotment option. We will also include in this Form 8-K, an amendment thereto, or in a subsequent Form 8-K, information indicating if EarlyBirdCapital has allowed separate trading of the subunits and warrants prior to the 90th day after the date of this prospectus. The share of common stock and one-quarter warrant included within the subunit will not trade separately until we complete our initial business combination.
Exercise of the warrants	The warrants cannot be exercised until 30 days after the completion of a business combination and, accordingly, will be exercised only after the trust account has been terminated and distributed	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

	Terms of the Offering	Terms Under a Rule 419 Offering
Election to remain an investor	We will either (1) give our stockholders the opportunity to vote on the business combination or (2) provide our public stockholders with the opportunity to sell their subunits to us in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes. If we hold a meeting to approve a proposed business combination, we will send each stockholder a proxy statement containing information required by the SEC. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as we would have included in a proxy statement.	A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.
Business combination deadline	Pursuant to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 18 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public subunits, at a per-subunit price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not released to us but net of franchise and income taxes payable, divided by the number of then outstanding public subunits, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law. Public stockholders will also forfeit the one-quarter warrant included in the subunits being redeemed. As promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, we will dissolve and liquidate, subject to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.	If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors.

	Prior to Offering				After Offering(2)
Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Shares of Common Stock		Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Shares of Common Stock
Eric R. Ball(3)	—		—		—		—
Stephen N. Cannon(4)	2,800,000		86.8	%	2,725,000		20.6	%
Daniel L. Sheehan(3)	—		—		—		—
Long Long(3)	—		—		—		—
Bryant B. Edwards(3)	25,000		*		25,000		*
Luc Julia(3)	25,000		*		25,000		*
Rajan P. Pai(3)	25,000		*		25,000		*
Archimedes Tech SPAC Sponsors LLC(4)	2,800,000		86.8	%	2,725,000		20.6	%
EarlyBirdCapital, Inc.	350,000		10.9	%	400,000		3.0	%
All directors and executive officers as a group (seven individuals)	2,875,000	(4)	89.1	%	2,800,000	(4)	21.2	%

Underwriter		Number of Units
EarlyBirdCapital, Inc.		[•]
I-Bankers Securities, Inc.		[•]
Total		10,000,000

	No Exercise		Full Exercise
Per Unit	$	0.20	$	0.20
Total	$	2,000,000	$	2,300,000

		Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Balance Sheet as of December 31, 2020		F-3
Statement of Operations for the period from September 15, 2020 (inception) through December 31, 2020		F-4
Statement of Changes in Stockholder’s Equity for the period from September 15, 2020 (inception) through December 31, 2020		F-5
Statement of Cash Flows for the period from September 15, 2020 (inception) through December 31, 2020		F-6
Notes to Financial Statements		F-7

	December 31, 2020
Assets
Deferred offering cost	$	—
Total Assets	$	—

Liabilities and Stockholder’s Equity
Current liabilities:
Due to related party	$	716
Total current liabilities		716

Commitments and Contingencies

Stockholder’s Equity:
Common stock, $0.0001 par value; 31,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2020		—
Additional paid-in capital		—
Accumulated deficit		(716	)
Total stockholder’s deficit		(716	)
Total Liabilities and Stockholder’s Equity	$	—

	For the period from September 15, 2020 (inception) through December 31, 2020
Formation cost	$	716
Net loss	$	(716	)

Basic and diluted weighted average common stock outstanding		—

Basic and diluted net loss per common stock	$	—

	Common stock			Additional Paid-in Capital		Accumulated Deficit			Total Stockholder’s Deficit
	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholder’s Deficit
Balance as of September 15, 2020 (inception)	—	$	—	$	—	$	—		$	—
Net loss	—		—		—		(716	)		(716	)
Balance as of December 31, 2020	—	$	—	$	—	$	(716	)	$	(716	)

	For the period from September 15, 2020 (inception) through December 31, 2020
Cash Flows from Operating Activities:
Net loss	$	(716	)
Adjustments to reconcile net cash used in operating activities:
Formation cost paid by related party		716
Net cash used in operating activities		—

Net change in cash		—

Cash, beginning of the period		—
Cash, end of the period	$	—

Supplemental disclosure of cash flow information:
Deferred offering cost paid by Sponsor in exchange for issuance of common stock	$	—

Legal fees and expenses	$	225,000
Nasdaq Listing Fees		75,000
Printing and engraving expenses		40,000
Accounting fees and expenses		35,000
FINRA filing fee		32,629
SEC registration fee		19,763
D&O Insurance		300,000
Miscellaneous expenses		22,608
Total	$	750,000

Exhibit No.		Description
1.1		Form of Underwriting Agreement.**
3.1		Certificate of Incorporation.**
3.2		Form of Amended and Restated Certificate of Incorporation.*
3.3		Bylaws.**
4.1		Specimen Unit Certificate.**
4.2		Specimen Common Stock Certificate.**
4.3		Specimen Warrant Certificate.**
4.4		Specimen Subunit Certificate.**
4.5		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**
5.1		Opinion of Loeb & Loeb LLP.**
10.1		Form of Letter Agreement from each of the Registrant’s sponsor, initial stockholders, officers and directors.**
10.2		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**
10.3		Promissory Note.**
10.4		Form of Registration Rights Agreement.**
10.5.1		Form of Subscription agreement for private units by Archimedes Tech SPAC Sponsors LLC.**
10.5.2		Form of Subscription agreement for private units by EarlyBirdCapital, Inc.**
10.6		Form of Stock Escrow Agreement.**
10.6		Form of Administrative Services Agreement.**
14		Code of Ethics.**
23.1		Consent of Marcum LLP.*
23.2		Consent of Loeb & Loeb LLP (included in Exhibit 5.1).**
24		Power of Attorney (included on signature page of this Registration Statement).
99.1		Audit committee charter.**
99.2		Compensation committee charter.**
99.3		Nominating committee charter.**
99.4		Consent of Eric R. Ball.**
99.5		Consent of Bryant Edwards.**
99.6		Consent of Luc Julia.**
99.7		Consent of Rajan P. Pai.**

		ARCHIMEDES TECH SPAC PARTNERS CO.
		By:		/s/ Stephen N. Cannon
		Name:		Stephen N. Cannon
		Title:		Chief Executive Officer

Name	Position	Date
/s/ Stephen N. Cannon	Chief Executive Officer, President and Director	March 5, 2021
Stephen N. Cannon	(Principal Executive Officer)
/s/ Long Long	Chief Financial Officer	March 5, 2021
Long Long	(Principal Financial and Accounting Officer)