Item 8.01. Other Events.
On March 15, 2021, the Company consummated its initial public offering (the
"IPO") of 12,000,000 units (the "Units"). Each Unit consists of i) one subunit,
which consists of one share of common stock of the Company ("Common Stock") and
one-quarter of one redeemable warrant of the Company ("Warrant") and ii)
one-quarter of one Warrant, with each whole Warrant entitling the holder thereof
to purchase one share of Common Stock, par value $0.0001 per share, for $11.50
per share. The Units were sold at a price of $10.00 per Unit, generating gross
proceeds to the Company of $120,000,000. The Company paid the underwriters, in
aggregate, a fixed underwriting discount of $2,400,000.
On March 15, 2021, simultaneously with the consummation of the IPO, the Company
completed the private sale (the "Private Placement") of an aggregate of 390,000
Units (the "Private Units") to Archimedes Tech SPAC Sponsors LLC ("Sponsor") and
EarlyBirdCapital, Inc ("EarlyBirdCapital") at a purchase price of $10.00 per
Private Unit, generating gross proceeds to the Company of $3,900,000.
EarlyBirdCapital overfunded the purchase of its Private Units by $500,000,
resulting in total gross proceeds to the Company of $4,400,000.
As of March 15, 2021, a total of $120,500,000 of the proceeds from the IPO and
Private Placement (including the $500,000 of over-funding by EarlyBirdCapital)
was held in a U.S.-based trust account at J.P. Morgan, maintained by Continental
Stock Transfer & Trust Company, acting as trustee ("JPMorgan Trust"). Of the
$120,500,000, $120,000,000 was placed in a U.S.-based trust account at Morgan
Stanley, maintained by Continental Stock Transfer & Trust Company, acting as
trustee ("Morgan Stanley Trust") on March 16, 2021 and $500,000 remained at
JPMorgan Trust and was repaid to EarlyBirdCapital on March 16, 2021.
The Company granted the underwriters a 45-day option from the date of the IPO to
purchase up to an additional 1,800,000 Public Units to cover over-allotments. On
March 19, 2021, the underwriters partially exercised the over-allotment option
to purchase 1,300,000 Units. The Units were sold at a price of $10.00 per Unit,
generating gross proceeds to the Company of $13,000,000. The Company paid the
underwriters, in aggregate, a fixed underwriting discount of $260,000.
Simultaneously with the exercise of the over-allotment option, the Company
completed the Private Placement of an aggregate of 26,000 Private Units to the
Sponsor and EarlyBirdCapital, at a purchase price of $10.00 per Private Unit,
generating gross proceeds to the Company of $260,000.
An audited balance sheet as of March 15, 2021 reflecting receipt of the proceeds
upon consummation of the IPO and the Private Placement has been issued by the
Company and is included as Exhibit 99.1 to this Current Report on Form 8-K/A.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Audited Balance Sheet as of March 15, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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