What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 64 added, 48 removed, 379 unchanged (23% of the section changed)

14 unchanged sentences

Accrued offering costs 75,000 45,090

Advances from related party 12,193 ―

Promissory note – related party — 154,900

4 unchanged sentences

Ordinary shares subject to possible redemption, $ 0.0001 par value;

27,600,000 shares at redemption value of $ 10.06 per share as of March 31, 2026 and none at December 31, 2025 277,775,824 —

27,600,000 shares at redemption value of $ 10.15 per share as of June 30, 2026 and none at December 31, 2025 280,254,125 —

Shareholders’ Deficit

4 unchanged sentences

400,000,000 shares authorized;

7,662,000 and 6,900,000 shares issued and outstanding (excluding 27,600,000 and 0 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025, respectively (1) 766 690

7,662,000 and 6,900,000 shares issued and outstanding (excluding 27,600,000 and 0 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025, respectively (1) 766 690

Additional paid-in capital — 24,310

10 unchanged sentences

ARCHIMEDES TECH SPAC PARTNERS III CO.

CONDENSED STATEMENT OF

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF OPERATIONS

Six Months Ended

General and administrative expenses $ 200,057 $ 410,310

14 unchanged sentences

ARCHIMEDES TECH SPAC PARTNERS III CO.

CONDENSED STATEMENT OF

CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

7 unchanged sentences

Balance – March 31, 2026 7,662,000 766 — ( 8,349,264 ) ( 8,348,498 )

Accretion of ordinary shares subject to possible redemption amount — — — ( 2,478,301 ) ( 2,478,301 )

Net income (unaudited) — — — 2,288,115 2,288,115

Balance – June 30, 2026 7,662,000 $ 766 $ — $ ( 8,539,450 ) $ ( 8,538,684 )

(1) On January 22, 2026, through a share capitalization, the Company issued an additional 1,150,000 Founder Shares to the Sponsor, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares.

6 unchanged sentences

ARCHIMEDES TECH SPAC PARTNERS III CO.

CONDENSED STATEMENT OF

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

Cash Flows from Operating Activities:

1 unchanged sentence

Adjustments to reconcile net income to net cash used in operating activities:

General and administrative expenses paid by related party on behalf of the Company 12,193

Interest earned on demand deposit held in Trust Account ( 4,254,125 )

24 unchanged sentences

ARCHIMEDES TECH SPAC PARTNERS III CO.

NOTES TO CONDENSED FINANCIAL

MARCH 31, 2026

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

5 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2026, the Company had not commenced any operations.

All activity for the period from August 1, 2025 (inception) through March 31, 2026 relates to the Company’s formation and initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

As of June 30, 2026, the Company had not commenced any operations.

All activity for the period from August 1, 2025 (inception) through June 30, 2026 relates to the Company’s formation and initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

20 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

19 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

8 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 26, 2026, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 30, 2026.

The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Liquidity and Capital Resources

The Company’s liquidity needs up to March 31, 2026 had been satisfied through the loan under an unsecured Promissory Note from the Sponsor of up to $ 300,000 (see Note 5).

As of March 31, 2026, the Company had $ 1,109,625 in cash and had a working capital of $ 1,213,092 .

The Company’s liquidity needs up to June 30, 2026 had been satisfied through the loan under an unsecured Promissory Note from the Sponsor of up to $ 300,000 and through the proceeds derived from the Initial Public Offering and Private Placement allocated to pay fees and expenses incurred in connection with the closing of the offering and for working capital purposes amounting to $ 2,1000,000 .

On January 26, 2026, the Company repaid the outstanding borrowings under the Promissory Note of $ 169,053 (see Note 5) .

As of June 30, 2026, the Company had $ 1,009,308 in cash and had a working capital of $ 1,053,342 .

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

5 unchanged sentences

The units would be identical to the Private Placement Units.

As of March 31, 2026, no Working Capital Loans were outstanding.

As of June 30, 2026, no Working Capital Loans were outstanding.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

4 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Emerging Growth Company

11 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,109,625 and $ 0 in cash as of March 31, 2026 and December 31, 2025, respectively, and no cash equivalents as of such dates.

The Company had $ 1,009,308 and $ 0 in cash as of June 30, 2026 and December 31, 2025, respectively, and no cash equivalents as of such dates.

Demand Deposit held in Trust Account

As of March 31, 2026, the assets held in Trust Account, amounting to $ 277,775,824 , were held in demand deposit accounts.

As of June 30, 2026, the assets held in Trust Account, amounting to $ 280,254,125 , were held in demand deposit accounts.

As of December 31, 2025, there were no funds deposited in the Trust Account.

10 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

5 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of June 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

9 unchanged sentences

therefore, they have been classified as anti-dilutive.

The Company has considered the effect of the 900,000 Founder Shares subject to forfeiture that were excluded from the weighted average number of shares calculation as they were contingent upon the exercise of over-allotment option by the underwriters.

At the Company’s Initial Public Offering, the underwriters exercised their over-allotment option in full, thus, the contingency was satisfied.

The Company included these shares in the basic and diluted weighted average ordinary shares calculation.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

For the Three Months Ended

March 31, 2026

Redeemable Non-redeemable

For the Three Months

Ended June 30, 2026

For the Six Months

Ended June 30, 2026

Redeemable Non-redeemable Redeemable Non-redeemable

Basic net income per share:

2 unchanged sentences

Basic net income per ordinary share $ 0.06 $ 0.06 $ 0.12 $ 0.12

For the Three Months Ended

March 31, 2026

Redeemable Non-redeemable

For the Three Months

Ended June 30, 2026

For the Six Months

Ended June 30, 2026

Redeemable Non-redeemable Redeemable Non-redeemable

Diluted net income per share:

4 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Ordinary Shares Subject to Possible Redemption

4 unchanged sentences

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit.

Accordingly, as of March 31, 2026, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of March 31, 2026, the ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Accordingly, as of June 30, 2026, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of June 30, 2026, the ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds $ 276,000,000

2 unchanged sentences

Remeasurement of carrying value to redemption value 23,931,223

Ordinary shares subject to possible redemption, March 31, 2026 $ 277,775,824

Ordinary shares subject to possible redemption, June 30, 2026 $ 280,254,125

Fair Value of Financial Instruments

3 unchanged sentences

Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

There are 6,900,000 Public Warrants and 190,500 Private Placement Warrants currently outstanding as of March 31, 2026.

There are 6,900,000 Public Warrants and 190,500 Private Placement Warrants currently outstanding as of June 30, 2026.

Recent Accounting Standards

12 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

NOTE 5 — RELATED PARTIES

13 unchanged sentences

Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

For the three months ended March 31, 2026, the Company incurred and paid $ 46,667 in fees for these services which is included in general and administrative expenses on the condensed statement of operations.

For the three and six months ended June 30, 2026, the Company incurred and paid $ 60,000 and $ 106,667 in fees for these services which are included in general and administrative expenses on the condensed statements of operations.

Promissory Note — Related Party

4 unchanged sentences

Borrowing against the Promissory Note is no longer available.

Advances from Related Party

Advances from related party represent recurring Company expenses advanced by officers on behalf of the Company.

As of June 30, 2026 and December 31, 2025, the Company owed $ 12,193 and $ 0 to officers, respectively.

Working Capital Loans

6 unchanged sentences

The units would be identical to the Private Placement Units.

As of March 31, 2026 and December 31, 2025, no Working Capital Loans were outstanding.

TECH SPAC PARTNERS III CO.

As of June 30, 2026 and December 31, 2025, no Working Capital Loans were outstanding.

ARCHIMEDES TECH SPAC PARTNERS III CO.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

NOTE 6 — COMMITMENTS AND CONTINGENCIES

18 unchanged sentences

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue 400,000,000 ordinary shares with a par value of $ 0.0001 per share.

Holders of ordinary shares are entitled to one vote for each share.

As of March 31, 2026 and December 31, 2025, there were 7,662,000 and 6,900,000 ordinary shares issued and outstanding, excluding the 27,600,000 and 0 shares subject to possible redemption, respectively.

Warrants — As of March 31, 2026, there were 7,090,500 warrants outstanding, including 6,900,000 Public Warrants and 190,500 Private Placement Warrants.

As of June 30, 2026 and December 31, 2025, there were 7,662,000 and 6,900,000 ordinary shares issued and outstanding, excluding the 27,600,000 and 0 shares subject to possible redemption, respectively.

Warrants — As of June 30, 2026, there were 7,090,500 warrants outstanding, including 6,900,000 Public Warrants and 190,500 Private Placement Warrants.

The warrants may only be exercised for a whole number of shares.

6 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

The Company has agreed that as soon as practicable, but in no event later than twenty ( 20 ) business days after the closing of the initial Business Combination, it will use its best efforts to file with the SEC a registration statement covering the ordinary share issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days after the closing of the initial Business Combination and to maintain a current prospectus relating to those ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement.

14 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

NOTE 8 — FAIR VALUE MEASUREMENTS

19 unchanged sentences

Selected volatility 6.0 %

The Company had no assets or liabilities measured at fair value on a recurring basis as of June 30, 2026.

NOTE 9 — SEGMENT INFORMATION

5 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the unaudited condensed statement of operations as net income.

JUNE 30, 2026

The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the unaudited condensed statements of operations as net income.

The measure of segment assets is reported on the condensed balance sheets as total assets.

11 unchanged sentences

The CODM also reviews the interest earned on cash in bank account and general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative expenses, as reported on the unaudited condensed statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

General and administrative expenses, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

NOTE 10 — SUBSEQUENT EVENTS

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements