What changed in this filing

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Item 1. Financial Statements

2021-08-27 compared with 2021-07-27 · 407 added, 559 removed, 364 unchanged (73% of the section changed)

Financial Statements.

ARCHIMEDES TECH SPAC PARTNERS CO.

CONDENSED BALANCE SHEETS

TECH SPAC PARTNERS CO.

BALANCE SHEETS

Current assets

4 unchanged sentences

$ 133,954,391

Liabilities and Stockholders’

Liabilities and Stockholders’ Equity

Current liabilities

5 unchanged sentences

Commitments and Contingencies

Common stock subject to possible redemption, 12,874,459 shares and 0 shares at redemption value as of March 31, 2021 and December 31, 2020, respectively

Stockholders’

Common stock subject to possible redemption, 13,300,000 shares and 0 shares at redemption value as of June 30, 2021 and December 31, 2020, respectively

$ 133,003,878

Stockholders’ Equity:

Preferred stock, $ 0.0001 par value;

3 unchanged sentences

100,000,000 shares authorized;

4,586,541 shares and 0 shares issued and outstanding (excluding 12,874,459 shares and 0 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively

4,161,000 shares and 0 shares issued and outstanding (excluding 13,300,000 shares and 0 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively

Additional paid-in-capital

Accumulated deficit

Total Stockholders’

Total Liabilities and Stockholders’

Retained earnings (accumulated deficit)

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

$ 133,954,391

The accompanying notes are an integral part of

these condensed financial statements.

ARCHIMEDES TECH SPAC PARTNERS CO.

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

For the Three

accompanying notes are an integral part of these condensed financial statements.

TECH SPAC PARTNERS CO.

CONDENSED STATEMENTS OF OPERATIONS

Formation and operating costs

Loss from operations

Other income (expense)

Trust interest income

Unrealized loss on change in fair value of warrants

Total other expense

Unrealized gain on change in fair value of warrants

Total other income

$ ( 154,573 )

Basic and diluted weighted average shares outstanding, common stock subject to redemption

2 unchanged sentences

Basic and diluted net loss per share attributable to common stockholders

The accompanying notes are an integral part of

these unaudited condensed financial statements.

ARCHIMEDES TECH SPAC PARTNERS CO.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN

STOCKHOLDERS’

accompanying notes are an integral part of these unaudited condensed financial statements.

TECH SPAC PARTNERS CO.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Stockholders’

7 unchanged sentences

Underwriting fee

Offering costs charged to the stockholders’

Offering costs charged to the stockholders’ equity

Initial classification of warrant liability

Change in common stock subject to possible redemption

(12,874,459 )

Reclassification of offering costs related to Public shares

Subsequent measurement of common stock subject to possible redemption

( 124,412,583

( 124,413,913

Subsequent measurement of common stock subject to redemption

Subsequent measurement of common stock subject to redemption (interest earned on trust account)

Balance as of March 31, 2021

The accompanying notes are an integral part of

these unaudited condensed financial statements.

ARCHIMEDES TECH SPAC PARTNERS CO.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

For the Three Months

Subsequent measurement of common stock subject to redemption (interest earned on trust account)

Balance as of June 30, 2021

accompanying notes are an integral part of these unaudited condensed financial statements.

TECH SPAC PARTNERS CO.

CONDENSED STATEMENT OF CASH FLOWS

Cash flows from Operating Activities:

$ ( 154,573 )

Adjustments to reconcile net loss to net cash used in operating activities

Unrealized loss on change in fair value of warrants

Unrealized gain on change in fair value of warrants

Interest earned on marketable securities held in Trust Account

10 unchanged sentences

Cash flows from Financing Activities:

Proceeds from IPO and over-allotment, net of underwriters’

Proceeds from IPO and over-allotment

Payment of underwriting fees

( 2,660,000 )

Proceeds from private placement

10 unchanged sentences

$ 124,413,913

Change in value of common stock subject to possible redemption

Reclassification of offering costs related to public shares

$ ( 2,886,166 )

Subsequent measurement of common stock subject to redemption

Subsequent measurement of common stock subject to redemption (interest earned on trust account)

Forfeiture of founder shares

Initial classification of warrant liability

Deferred offering costs included in accrued offering costs and expenses

The accompanying notes are an integral part of

these unaudited condensed financial statements.

ARCHIMEDES TECH SPAC PARTNERS CO.

accompanying notes are an integral part of these unaudited condensed financial statements.

TECH SPAC PARTNERS CO.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 —

Organization and Business

Organization and General

Archimedes Tech SPAC Partners Co.

(the “Company”)

is a blank check company formed under the laws of the State of Delaware on September 15, 2020.

The Company was formed for the purpose

of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Business

Combination with one or more businesses or entities (the “Business Combination”).

The Company’s focus will be on the

artificial intelligence, cloud services and automotive technology sectors.

However, the Company is not limited to the technology industry,

or these sectors therein, and the Company may pursue a Business Combination opportunity in any business or industry it chooses, and it

may pursue a company with operations or opportunities outside of the United States.

The Company has selected December 31 as its fiscal

As of March 31, 2021, the Company had not commenced

any revenue-generating operations.

All activity for the period from September 15, 2020 (inception) through March 31, 2021 relates to the

Company’s formation, the initial public offering (the “IPO”) described below, and, since the closing of the IPO, the

search for a prospective initial Business Combination.

The Company will not generate any operating revenues until after the completion

of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on

cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as

other income (expense).

The Company’s sponsor is Archimedes Tech

SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”).

References to the Company’s “initial

stockholders”

refer to the Company’s stockholders prior to the IPO, excluding the holders of the Representative Shares (See

The registration statement for the Company’s IPO was declared

effective on March 10, 2021 (the “Effective Date”).

On March 15, 2021, the Company consummated the IPO of 12,000,000 units,

(the “Public Units”), at $10.00 per Public Unit, generating gross proceeds of $120,000,000, which is discussed in Note 4.

Each Public Unit consists of (i) one subunit (the

“Public Subunit”), which consists of one share of common stock (the “Public Share”) and one-quarter of one redeemable

warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Public Units and Public

Subunits, the “Public Warrants”);

each whole Public Warrant will be exercisable to purchase one share of common stock at a

price of $11.50 per share.

Simultaneously with the closing of the IPO, the

Company consummated the sale of 390,000 private units (the “Private Units”) at a price of $10.00 per Private Unit in a private

placement (the “Private Placement”) to the Sponsor and EarlyBirdCapital, Inc.

(“EarlyBirdCapital”), generating

1 — Organization and Business Operations

Tech SPAC Partners Co.

(the “Company”) is a blank check company formed under the laws of the State of Delaware on September

The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,

reorganization or other similar Business Combination with one or more businesses or entities (the “Business Combination”).

The Company’s focus will be on the artificial intelligence, cloud services and automotive technology sectors.

However, the Company

is not limited to the technology industry, or these sectors therein, and the Company may pursue a Business Combination opportunity in

any business or industry it chooses, and it may pursue a company with operations or opportunities outside of the United States.

Company has selected December 31 as its fiscal year end.

of June 30, 2021, the Company had not commenced any revenue-generating operations.

All activity for the period from September 15, 2020

(inception) through June 30, 2021 relates to the Company’s formation, the initial public offering (the “IPO”) described

below, and, since the closing of the IPO, the search for a prospective initial Business Combination.

The Company will not generate any

operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes

in the fair value of warrant liability as other income (expense).

Company’s sponsor is Archimedes Tech SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”).

to the Company’s “initial stockholders” refer to the Company’s stockholders prior to the IPO, excluding the holders

of the Representative Shares (See Note 8).

registration statement for the Company’s IPO was declared effective on March 10, 2021 (the “Effective Date”).

15, 2021, the Company consummated the IPO of 12,000,000 units, (the “Public Units”), at $ 10.00 per Public Unit, generating

gross proceeds of $ 120,000,000 , which is discussed in Note 4.

Each Private Unit consists of (i) one subunit (the “Private Subunits”),

which consists of one share of common stock (the “Private Shares”) and one-quarter of one redeemable warrant, and (ii) one-quarter

of one redeemable warrant (collectively, the redeemable warrants included in the Private Units and Private Subunits, the “Private

Warrants”).

Transaction costs amounted to $2,825,347 consisting

of $2,400,000 of underwriting discount and $425,347 of other offering costs.

The Company granted the underwriters in the IPO

a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments, if any.

On March 19, 2021, the underwriters

partially exercised the over-allotment option to purchase 1,300,000 Public Units (the “Over-allotment Units”), generating

an aggregate of gross proceeds of $13,000,000, and incurred transaction costs of $260,000 in underwriting discount.

In connection with

the underwriters’

exercise of their over-allotment option, the Company also consummated the sale of an additional 26,000 Private

Units at $10.00 per Private Unit to the Sponsor and EarlyBirdCapital, generating gross proceeds of $260,000.

Trust Account

Following the closing of the IPO on March 15,

2021 and the underwriters’

partial exercise of over-allotment option on March 19, 2021, $133,000,000 from the net proceeds of the

sale of the Public Units in the IPO and the sale of the Private Units was placed in a trust account maintained by Continental Stock Transfer

& Trust Company, acting as trustee (the “Trust Account”).

The funds held in the Trust Account is and will be invested

only in United States “government securities”

within the meaning of Section 2(a)(16) of the Investment Company Act having

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, so that the Company is not deemed to be an investment company under

Public Unit consists of (i) one subunit (the “Public Subunit”), which consists of one share of common stock (the “Public

Share”) and one-quarter of one redeemable warrant, and (ii) one-quarter of one redeemable warrant (collectively, the redeemable

warrants included in the Public Units and Public Subunits, the “Public Warrants”);

each whole Public Warrant will be exercisable

to purchase one share of common stock at a price of $ 11.50 per share.

Simultaneously

with the closing of the IPO, the Company consummated the sale of 390,000 private units (the “Private Units”) at a price of

$ 10.00 per Private Unit in a private placement (the “Private Placement”) to the Sponsor and EarlyBirdCapital, Inc.

(“EarlyBirdCapital”),

generating gross proceeds of $ 3,900,000 , which is discussed in Note 5.

Each Private Unit consists of (i) one subunit (the “Private

Subunits”), which consists of one share of common stock (the “Private Shares”) and one-quarter of one redeemable warrant,

and (ii) one-quarter of one redeemable warrant (collectively, the redeemable warrants included in the Private Units and Private Subunits,

the “Private Warrants”).

costs amounted to $ 2,825,347 consisting of $ 2,400,000 of underwriting discount and $ 425,347 of other offering costs.

Company granted the underwriters in the IPO a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments,

On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units (the “Over-allotment

Units”), generating an aggregate of gross proceeds of $ 13,000,000 , and incurred transaction costs of $ 260,000 in underwriting discount.

In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional

26,000 Private Units at $ 10.00 per Private Unit to the Sponsor and EarlyBirdCapital, generating gross proceeds of $ 260,000 .

the closing of the IPO on March 15, 2021 and the underwriters’ partial exercise of over-allotment option on March 19, 2021, $ 133,000,000

from the net proceeds of the sale of the Public Units in the IPO and the sale of the Private Units was placed in a trust account maintained

by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).

The funds held in the Trust Account

is and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment

Company Act having 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, so that the Company is not deemed to be

an investment company under the Investment Company Act.

except with respect to interest earned on the funds held in the Trust Account

that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account

until the earlier of the completion of a Business Combination or the redemption of 100 % of the outstanding Public Subunits if the Company

has not completed a Business Combination in the required time period.

The proceeds held in the Trust Account may be used as consideration

to pay the sellers of a target business with which the Company completes a Business Combination.

Any amounts not paid as consideration

to the sellers of the target business may be used to finance operations of the target business.

Business Combination

Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of

the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the agreement

to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest

in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended

(the “Investment Company Act”).

except with respect to interest earned on the funds held in the Trust Account that may be released to the

Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the

completion of a Business Combination or the redemption of 100% of the outstanding Public Subunits if the Company has not completed a Business

Combination in the required time period.

The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target

business with which the Company completes a Business Combination.

Any amounts not paid as consideration to the sellers of the target business

may be used to finance operations of the target business.

Initial Business Combination

The Company must complete one or more initial

Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding

taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

There is no assurance

that the Company will be able to complete a Business Combination successfully.

The shares of common stock subject to redemption

are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards

Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

In such case, the Company will proceed

with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination

and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business

The Company will continue in existence only until

18 months from the closing of the IPO (the “Combination Period”).

However, if the Company is unable to complete the initial

Business Combination within the Combination Period, the Company 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 the Company (net of taxes payable), divided by the number of then outstanding Public Subunits, which redemption

will completely extinguish public stockholders’

rights as holders of Public Subunits (including the right to receive further liquidation

distributions, if any), subject to applicable law.

Public stockholders will also forfeit the one-quarter of one warrant included in the

Public Subunits being redeemed.

As promptly as reasonably possible following such redemption, subject to the approval of the remaining

stockholders and its board of directors, the Company will dissolve and liquidate, subject to its obligations under Delaware law to provide

for claims of creditors and the requirements of other applicable law.

A public stockholder will be entitled to receive

funds from the Trust Account (including interest earned on his, her or its portion of the Trust Account to the extent not previously released

to the Company) only in the event of (i) the redemption of 100% of the outstanding Public Subunits if the Company has not completed a

Business Combination in the required time period, (ii) if that public stockholder converts such Public Subunits, or sells such Public

Subunits to the Company in a tender offer, in connection with a Business Combination which the Company consummates or (iii) the Company

seeks to amend any provisions of its amended and restated certificate of incorporation that would affect the public stockholders’

ability to convert or sell their Public Subunits to the Company in connection with a Business Combination or affect the substance or timing

of the Company’s obligation to redeem 100% of the Public Subunits if the Company does not complete a Business Combination within

the Combination Period.

This redemption right shall apply in the event of the approval of any such amendment to the Company’s amended

and restated certificate of incorporation, whether proposed by the Sponsor, initial stockholders, executive officers, directors or any

other person.

In no other circumstances will a public stockholder have any right or interest of any kind to or in the Trust Account.

The Sponsor, initial stockholders, officers and

directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed Business Combination, (2) not to convert

any shares in connection with a stockholder vote to approve a proposed initial Business Combination and (3) not to sell any shares in

any tender in connection with a proposed initial Business Combination.

The Sponsor has agreed that it will be liable

to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Subunit by the claims of target businesses or

claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the

Company, but the Company cannot assure that it will be able to satisfy its indemnification obligations if it is required to do so.

Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether

the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities

of the Company.

Therefore, the Company believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations

There is no assurance that the Company will be able to complete a Business Combination successfully.

shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion

of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from

Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least

$ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued

and outstanding shares voted are voted in favor of the Business Combination.

Company will continue in existence only until 18 months from the closing of the IPO (the “Combination Period”).

if the Company is unable to complete the initial Business Combination within the Combination Period, the Company 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 the Company (net of taxes payable), divided by the number of then outstanding

Public Subunits, which redemption will completely extinguish public stockholders’ rights as holders of Public Subunits (including

the right to receive further liquidation distributions, if any), subject to applicable law.

Public stockholders will also forfeit the

one-quarter of one warrant included in the Public Subunits being redeemed.

As promptly as reasonably possible following such redemption,

subject to the approval of the remaining stockholders and its board of directors, the Company will dissolve and liquidate, subject to

its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

public stockholder will be entitled to receive funds from the Trust Account (including interest earned on his, her or its portion of

the Trust Account to the extent not previously released to the Company) only in the event of (i) the redemption of 100% of the outstanding

Public Subunits if the Company has not completed a Business Combination in the required time period, (ii) if that public stockholder

converts such Public Subunits, or sells such Public Subunits to the Company in a tender offer, in connection with a Business Combination

which the Company consummates or (iii) the Company seeks to amend any provisions of its amended and restated certificate of incorporation

that would affect the public stockholders’ ability to convert or sell their Public Subunits to the Company in connection with a

Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Public Subunits if the

Company does not complete a Business Combination within the Combination Period.

This redemption right shall apply in the event of the

approval of any such amendment to the Company’s amended and restated certificate of incorporation, whether proposed by the Sponsor,

initial stockholders, executive officers, directors or any other person.

In no other circumstances will a public stockholder have any

right or interest of any kind to or in the Trust Account.

Sponsor, initial stockholders, officers and directors have agreed (1) to vote any shares of common stock owned by them in favor of any

proposed Business Combination, (2) not to convert any shares in connection with a stockholder vote to approve a proposed initial Business

Combination and (3) not to sell any shares in any tender in connection with a proposed initial Business Combination.

Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $ 10.00 per Public Subunit

by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or

contracted for or products sold to the Company, but the Company cannot assure that it will be able to satisfy its indemnification obligations

if it is required to do so.

Liquidity and Capital Resources

As of March 31, 2021, the Company had cash outside

the Trust Account of $963,695 available for its working capital needs.

All remaining cash and securities were held in the Trust Account

and is generally unavailable for the Company’s use prior to an initial Business Combination and is restricted for use either in

a Business Combination or to redeem Public Subunits.

As of March 31, 2021, none of the amount on deposit in the Trust Account was available

to be withdrawn as described above.

Prior to the completion of the IPO, the Company’s

liquidity needs had been satisfied through receipt of $25,000 from the sale of Founder Shares (see Note 6), advances from the Sponsor

in an aggregate amount of $125,000 under an unsecured promissory note, which were repaid upon the IPO (see Note 6).

Subsequent to the

consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the net proceeds from the

IPO and Private Placement held outside of the Trust Account.

In addition, in order to finance transaction costs

in connection with a Business Combination, the Company’s Sponsor, initial stockholders, officers, directors and their affiliates

may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 6).

To date, there were no amounts

outstanding under any Working Capital Loans.

Based on the foregoing, management believes that the

Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business

Combination or one year from the issuance date of these financial statements.

Over this time period, the Company will be using these funds

for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence

on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,

negotiating and consummating the Business Combination.

Note 2 —

of Previously Issued Financial Statements

On April 12, 2021, the Staff of the Securities

and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special

purpose acquisition companies entitled "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special

Purpose Acquisition Companies ("SPACs")"

(the "SEC Statement").

Specifically, the SEC Statement focused on certain

settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained

in the warrant agreement, dated as of March 10, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York

corporation, as warrant agent (the "Warrant Agreement").

As a result of the SEC Statement, the Company reevaluated the accounting

treatment of (i) the 6,650,000 Public Warrants and (ii) the 208,000 Private Warrants (See Note 4 and Note 5).

The Company previously accounted

for all warrants as components of equity.

In further consideration of the guidance in Accounting

Standards Codification ("ASC") 815-40, Derivatives and Hedging;

Contracts in Entity's Own Equity, the Company concluded that

the provision in the Warrant Agreement that the Private Warrants shall be treated as Public Warrants once transferred to a holder other

than the Sponsor or permitted transferee precludes the Private Warrants from being accounted for as components of equity.

As the Private

Warrants meet the definition of a derivative as contemplated in ASC 815, the Private Warrants should be recorded as derivative liabilities

on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC

820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.

The identified errors impacted the Company’s Form 8-K filing

on March 19, 2021 containing the IPO balance sheet as of March 15, 2021 (the “Closing 8-K Report”).

The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company

independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s

only assets are securities of the Company.

Therefore, the Company believes it is unlikely that the Sponsor will be able to satisfy its

indemnification obligations if it is required to do so.

and Capital Resources

of June 30, 2021, the Company had cash outside the Trust Account of $ 803,506 available for its working capital needs.

All remaining cash

and securities were held in the Trust Account and is generally unavailable for the Company’s use prior to an initial Business Combination

and is restricted for use either in a Business Combination or to redeem Public Subunits.

As of June 30, 2021, none of the amount on deposit

in the Trust Account was available to be withdrawn as described above.

to the completion of the IPO, the Company’s liquidity needs had been satisfied through receipt of $ 25,000 from the sale of Founder

Shares (see Note 6), advances from the Sponsor in an aggregate amount of $ 125,000 under an unsecured promissory note, which were repaid

upon the IPO (see Note 6).

Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have

been satisfied through the net proceeds from the IPO and Private Placement held outside of the Trust Account.

addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, initial stockholders,

officers, directors and their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see

To date, there were no amounts outstanding under any Working Capital Loans.

on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs

through the earlier of the consummation of a Business Combination or one year from the issuance date of these financial statements.

this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective

initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting

the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Note 2 — Revision

of Prior Period Financial Statements

As a result of recent guidance to Special Purpose Acquisition Companies

by the SEC regarding redeemable equity instruments, the Company revisited its application of ASC 480-10-S99 on the Company’s financial

The Company had previously classified a portion of its Public Subunits (and the underlying shares of common stock) in permanent

Subsequent to the re-evaluation, the Company’s management concluded that all of its Public Subunits should be classified

as temporary equity.

The identified errors impacted the Company’s Form 8-K filing on March 19, 2021 containing the IPO balance sheet

as of March 15, 2021 and Form 10-Q filing on July 27, 2021 containing financial statements as of March 31, 2021.

In accordance with SEC

Staff Accounting Bulletin No.

99, “Materiality,”

and SEC Staff Accounting Bulletin No.

108, “Considering the Effects

of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;”

the Company evaluated the errors

and has determined that the related impacts were not material to the Closing 8-K Report, but that correcting the cumulative impact of

such errors would be significant to our statement of operations for the three months ended March 31, 2021.

Accordingly, the Company has

corrected such immaterial errors by adjusting the March 15, 2021 balance sheet and classified the Private Warrants as liabilities on the

balance sheet at fair value.

The Company will also correct previously reported financial information for such immaterial errors in future

filings, as applicable.

The following tables summarize the effect of the

revision on each balance sheet line item as of the date:

As of March 15, 2021

Balance Sheet

Warrant Liabilities

Total Liabilities

99, “Materiality,” and SEC Staff Accounting Bulletin No.

108, “Considering the Effects

of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors

and has determined that the related impacts were not material to any prior 8-K and 10-Q reports, but that correcting the cumulative impact

of such errors would be significant to our statement of operations for the three months ended June 30, 2021.

Accordingly, the Company

has corrected such immaterial errors by adjusting its prior financial statements and classified all Public Subunits as temporary equity.

The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable.

following summarizes the effect of the revision on each financial statement line item.

of the Revision

of the revision on the audited balance sheet as of March 15, 2021 and unaudited interim condensed financial statements as of and for the

three months ended March 31, 2021 are presented below.

As Previously

Balance Sheet at March 15, 2021

Common stock subject to possible redemption

Additional paid-in capital

Note 3 —

Summary of Significant Accounting

Balance Sheet at March 31, 2021

Common stock subject to possible redemption

Additional paid-in capital

Statement of Operations for the three months ended March 31, 2021

Basic and diluted weighted average shares outstanding, common stock subject to redemption

Basic and diluted weighted average shares outstanding, common stock

Basic and diluted net income (loss) per share, common stock subject to redemption

Basic and diluted net income (loss) per share, common stock not subject to redemption

Statement of Cash Flows for the three months ended March 31, 2021

Supplemental disclosure of cash flow information

Initial value of common stock subject to possible redemption

Change in value of common stock subject to possible redemption

Reclassification of offering costs related to public shares

Subsequent measurement of common stock subject to redemption

Subsequent measurement of common stock subject to redemption (interest earned on trust account)

Note 3 — Summary of Significant Accounting

Basis of Presentation

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statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

for financial information and pursuant to the rules and regulations of the SEC.

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include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

results for the period for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected through

December 31, 2021.

results for the period for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected

through December 31, 2021.

The accompanying unaudited

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Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart

our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart

our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being

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growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

This may make

comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Use of Estimates

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The Company has $ 803,506 of cash held outside

of the Trust Account as of March 31, 2021 and no cash held outside of the Trust Account as of December 31, 2020.

of the Trust Account as of June 30, 2021 and no cash held outside of the Trust Account as of December 31, 2020.

The Company did not have

any cash equivalents as of March 31, 2021 and December 31, 2020.

any cash equivalents as of June 30, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

At March 31, 2021, the Company had $133,000,525

At June 30, 2021, the Company had $ 133,003,878

in the Trust Account which may be utilized for Business Combination.

As of March 31, 2021, the assets held in the Trust Account were invested

As of June 30, 2021, the assets held in the Trust Account were invested

in Treasury Securities consisting of money market funds.

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These tiers include:

defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances,

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The fair value of the

Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and

Disclosures,”

approximates the carrying amounts represented in the balance sheet.

Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and

Disclosures,” approximates the carrying amounts represented in the balance sheet.

The fair values of cash and cash equivalents,

prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate the carrying values as

of March 31, 2021 due to the short maturities of such instruments.

The Company’s warrant

of June 30, 2021 due to the short maturities of such instruments.

The Company’s warrant

liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with

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Depository Insurance Coverage of $ 250,000 .

At March 31, 2021 and December 31, 2020, the Company has not experienced losses on this account

At June 30, 2021 and December 31, 2020, the Company has not experienced losses on this account

and management believes the Company is not exposed to significant risks on such account.

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The Company accounts for its common stock subject

to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured

to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured

at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the

control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

is classified as temporary equity.

At all other times, common stock is classified as stockholders’

The Company’s common

stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence

At all other times, common stock is classified as stockholders’ equity.

The Company’s common

stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence

of uncertain future events.

Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity,

outside of the stockholders’

equity section of the Company’s balance sheet.

Net Loss Per Common Share

Net loss per common share is computed by dividing

net loss by the weighted average number of common stock outstanding for each of the periods.

The calculation of diluted loss per common

share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private

Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would

be anti-dilutive.

The warrants are exercisable to purchase 6,858,000 shares of common stock in the aggregate.

The Company’s statement of operations includes

a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per

common share.

Net income per common share, basic and diluted, for redeemable common stock is calculated by dividing the net income allocable

to common stockholders by the weighted average number of redeemable common stock outstanding since original issuance.

Net loss per common

share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to

redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the periods.

Non-redeemable common

stock includes the founder shares as these common stock do not have any redemption features and do not participate in the income earned

on the Trust Account.

For the Three Months

Common stock subject to possible redemption

Net income allocable to common stock subject to possible redemption

Interest income on marketable securities held in trust

interest available to be withdrawn for payment of taxes

Net income allocable to common stock subject to possible redemption

Weighted average redeemable common stock

Redeemable common stock, basic and diluted

Basic and diluted net income per share, redeemable common stock

Non-redeemable common stock

Net loss minus redeemable net earnings

Redeemable net earnings

Non-redeemable net loss

Weighted average non-redeemable basic and diluted weighted average shares outstanding, common stock

Basic and diluted net loss per share, common stock

outside of the stockholders’ equity section of the Company’s balance sheet.

Net Income (Loss)

Per Common Share

The Company complies

with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

The statements of operations include a presentation of

income (loss) per redeemable public share and income (loss) per founder non-redeemable share following the two-class method of income

(loss) per share.

In order to determine the net income (loss) attributable to both the public redeemable shares and founder non-redeemable

shares, the Company first considered the total income (loss) allocable to both sets of shares.

This is calculated using the total net

income (loss) less any dividends paid.

For purposes of calculating net income (loss) per share, any remeasurement of the accretion to

redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders.

to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76 %

for the public shares and 24 % for the founder non-redeemable shares for the three months ended June 30, 2021, and a ratio of 68 %

for the public shares and 32 % for the founder non-redeemable shares for the six months ended June 30, 2021, reflective of the respective

participation rights.

The earnings per share

presented in the condensed statements of operations is based on the following:

For the three months ended

For the six months ended

June 30, 2021

$ ( 154,573 )

Accretion of temporary equity to redemption value

( 11,476,131 )

Net loss including accretion of temporary equity to redemption value

$ ( 11,630,704 )

For the three months ended

For the six months ended

June 30, 2021

Non-redeemable

Basic and diluted net loss per share:

Allocation of net loss including accretion of temporary equity

$ ( 7,862,889 )

$ ( 3,767,815 )

Accretion of temporary equity to redemption value

Allocation of net income (loss)

$ ( 3,767,815 )

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

In connection with the

underwriters’ partial exercise of their over-allotment option on March 19, 2021, 325,000 Founder Shares were no longer

subject to forfeiture.

These shares were excluded from the calculation of weighted average shares outstanding until they were no longer

subject to forfeiture.

As of June 30, 2021, the Company did not have any dilutive securities

and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings.

As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

Offering Costs associated with the Initial

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The Company complies with the requirements of

the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.

Offering costs

consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were

charged to stockholders’

equity upon the completion of the IPO.

charged to stockholders’ equity upon the completion of the IPO.

Accordingly, as of March 15, 2021, offering costs in the aggregate

of $2,825,347 have been charged to stockholders’

equity (consisting of $2,400,000 of underwriting discount and $425,347 of other

of $ 2,825,347 have been charged to stockholders’ equity (consisting of $ 2,400,000 of underwriting discount and $ 425,347 of other

offering costs).

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to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic

815, “Derivatives and Hedging”.

Derivative instruments are recorded at fair value on the grant date and re-valued at each

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The Company follows the asset and liability method

of accounting for income taxes under ASC 740, “Income Taxes.”

Deferred tax assets and liabilities are recognized for the estimated

of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated

future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities

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There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of March 31, 2021, respectively.

The Company is currently not aware

of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is

subject to income tax examinations by major taxing authorities since inception.

The Company’s deferred tax assets were deemed

to be de minimis as of March 31, 2021.

tax benefits and no amounts accrued for interest and penalties as of June 30, 2021, respectively.

The Company is currently not aware of

any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject

to income tax examinations by major taxing authorities since inception.

The Company’s deferred tax assets were deemed

to be de minimis as of June 30, 2021.

Risks and Uncertainties

On January 30, 2020, the World Health Organization

(“WHO”) announced a global health emergency because of a new strain of coronavirus (the ”COVID-19 outbreak”).

In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The full impact

of the COVID-19 outbreak continues to evolve.

The impact of the COVID-19 outbreak on the Company’s financial position will depend

on future developments, including the duration and spread of the outbreak and related advisories and restrictions.

These developments

and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted.

If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be

materially adversely affected.

Additionally, the Company’s ability to complete an initial Business Combination may be materially

adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including

travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings

with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate

and consummate an initial Business Combination in a timely manner.

The Company’s ability to consummate an initial Business Combination

may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and

the resulting market downturn.

The unaudited condensed financial statement does not include any adjustments that might result from the

outcome of this uncertainty.

Management continues to evaluate the impact of the COVID-19 pandemic

and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position,

results of its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date

of the condensed financial statements.

The condensed financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Recently Adopted Accounting

In August 2020,

the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts

in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation

models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to

qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted

ASU 2020-06 on January 1, 2021.

Adoption of the ASU did not impact the Company’s financial position, results of operations

or cash flows.

Note 4 —

Initial Public Offering

In August 2020, the FASB

issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s

Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU

2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it

simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on January 1, 2021.

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Note 4 — Initial Public Offering

to the IPO on March 15, 2021, the Company sold 12,000,000 Public Units at a purchase price of $ 10.00 per Public Unit.

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Following the closing of the IPO on March 15,

2021 and the underwriters’

partial exercise of over-allotment option on March 19, 2021, $133,000,000 from the net proceeds of the

2021 and the underwriters’ partial exercise of over-allotment option on March 19, 2021, $ 133,000,000 from the net proceeds of the

sale of the Public Units in the IPO and the sale of the Private Units was placed in the Trust Account.

The funds held in Trust Account

is and will be invested only in United States “government securities”

within the meaning of Section 2(a)(16) of the Investment

is and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment

Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under

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investment company under the Investment Company Act.

Note 5 —

Private Placement

Note 5 — Private Placement

Simultaneously with the closing of the IPO, the

Sponsor and EarlyBirdCapital purchased an aggregate of 390,000 Private Units at a price of $ 10.00 per Private Unit in a private placement

(the “Private Placement”), generating gross proceeds of $3,900,000.

(the “Private Placement”), generating gross proceeds of $ 3,900,000 .

On March 19, 2021, simultaneous with the exercise

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as the Public Warrants.

The Company’s initial stockholders have

agreed (A) to vote the Private Shares contained in the Private Subunits in favor of any proposed Business Combination, (B) not to convert

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event of a liquidation prior to the initial Business Combination, the Private Units will likely be worthless.

Note 6 —

Related Party Transactions

Note 6 — Related Party Transactions

Founder Shares

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or approximately $ 0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of common stock, par value $ 0.0001

(the “Founder Shares”).

Up to 375,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which

the underwriters’

over-allotment option is exercised.

the underwriters’ over-allotment option is exercised.

On March 10, 2021, the Company effected a stock dividend of 0.2 shares for

each founder share outstanding, resulting in an aggregate of 3,450,000 founder shares outstanding and held by the Sponsor and the Company’s

directors (up to 450,000 of which are subject to forfeiture by the Sponsor if the underwriters’

over-allotment option is not exercised

each founder share outstanding, resulting in an aggregate of 3,450,000 founder shares outstanding and held by the Sponsor and the Company’s

directors (up to 450,000 of which are subject to forfeiture by the Sponsor if the underwriters’ over-allotment option is not exercised

On March 19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units.

125,000 founder shares were forfeited as of March 31, 2021.

On the date of the IPO, the Founder Shares were

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 (subject to certain

limited exceptions) for a period ending on (1) with respect to 50% of the founder shares, the earlier of one year after the date of the

consummation of the Company’s initial Business Combination and the date on which the closing price of the Company’s 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 Company’s initial Business Combination and (2) with respect

to the remaining 50% of the founder shares, one year after the date of Company’s consummation of the initial Business Combination,

125,000 founder shares were forfeited as of June 30, 2021.

On the date of the IPO, the Founder Shares were placed

into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent.

to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow (subject to certain limited

exceptions) for a period ending on (1) with respect to 50% of the founder shares, the earlier of one year after the date of the consummation

of the Company’s initial Business Combination and the date on which the closing price of the Company’s 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 Company’s initial Business Combination and (2) with respect to

the remaining 50% of the founder shares, one year after the date of Company’s consummation of the initial Business Combination,

or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates 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,

or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash,

securities or other property.

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for the administrative support services provided by affiliate of the Chief Executive Officer.

Promissory Note —

Related Party

Promissory Note — Related Party

On January 4, 2021, the Sponsor agreed to loan

the Company up to $300,000 to be used for a portion of the expenses of the IPO (the “Promissory Note”).

the Company up to $ 300,000 to be used for a portion of the expenses of the IPO (the “Promissory Note”).

These loans were non-interest

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directors and their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount

they deem reasonable in their sole discretion (“Working Capital Loans”).

Each Working Capital Loan would be evidenced by a

promissory note.

The notes would either be paid upon consummation of the 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.

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but no other proceeds from the Trust Account would be used for such repayment.

At March 31, 2021, no such Working Capital Loans were outstanding.

At June 30, 2021, no such Working Capital Loans were outstanding.

Administrative Service Fee

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fee of $ 10,000 per month for providing the Company with office space and certain office and secretarial services.

As of March 31, 2021,

the Company has recorded $7,097 for the period from March 10, 2021 through March 31, 2021.

Note 7 —

Recurring Fair Value Measurements

As of June 30, 2021,

the Company has recorded $ 37,097 for the period from March 10, 2021 through June 30, 2021.

Note 7 — Recurring Fair Value Measurements

The following table presents information about

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021 and indicates the

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021 and indicates the

fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

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Warrant Liability

Note 8 —

Commitments and Contingencies

The estimated fair value

of the warrant liability on March 15, 2021 and June 30, 2021 is determined using Level 3 inputs.

Inherent in a Monte-Carlo simulation

model are assumptions related to expected stock-price volatility (pre-merger and post-merger), expected term, dividend yield

and risk-free interest rate.

The Company estimates the volatility of its common stock based on management’s understanding of the

volatility associated with instruments of other similar entities.

The risk-free interest rate is based on the U.S.

Treasury Constant Maturity

similar to the expected remaining life of the warrants.

The expected life of the warrants is simulated based on management assumptions

regarding the timing and likelihood of completing a business combination.

The dividend rate is based on the historical rate, which the

Company anticipates to remain at zero.

The assumptions used in calculating the estimated fair values represent the Company’s best

However, inherent uncertainties are involved.

If factors or assumptions change, the estimated fair values could be materially

The key inputs into the

Monte Carlo simulation model for the warrant liability were as follows at March 15, 2021:

Expected term (years)

Expected volatility

Risk-free interest rate

Dividend yield

Exercise price

The key inputs into the

Monte Carlo simulation model for the warrant liability were as follows at June 30, 2021:

Expected term (years)

Expected volatility

Risk-free interest rate

Dividend yield

Exercise price

The following table sets

forth a summary of the changes in the fair value of the warrant liability for the six months ended June 30, 2021:

Fair value as of December 31, 2020

Initial fair value of warrant liability upon issuance at IPO

Change in fair value

Fair value as of June 30, 2021

Note 8 — Commitments and Contingencies

Registration Rights

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anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on March

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed

subsequent to the consummation of a Business Combination;

provided, however, that EarlyBirdCapital may participate in a “piggy-back”

registration only during the seven-year period beginning on the effective date of the registration statement.

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EarlyBirdCapital and I-Bankers Securities, Inc.

(the “Underwriters”) have 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, if any.

The Underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds

of the IPO, or $2,400,000 (or up to $2,760,000 if the underwriters’

over-allotment is exercised in full).

of the IPO, or $ 2,400,000 (or up to $ 2,760,000 if the underwriters’ over-allotment is exercised in full).

On March 15, 2021, the

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will be granted, for a period of one year from the closing of the IPO, the right to act as lead underwriter for the next U.S.

public offering of securities, undertaken by any of the Company’s officers, for the purpose of raising capital and placing 90% or

public offering of securities, undertaken by any of the Company’s officers, for the purpose of raising capital and placing 90 % or

more of the proceeds in a trust or escrow account to be used to acquire one or more operating businesses in the technology industry that

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advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential

Business Combination and the target business’

attributes, introduce the Company to potential investors that are interested in purchasing

the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval

Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing

the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval

for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination.

The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of its initial Business Combination in an amount

equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’

fees which might become payable);

that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s

equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable);

that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s

prior consent which shall not be unreasonably withheld, companies affiliated with the Company or its officers or directors) that assist

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On January 13, 2021, the Company has issued to

EarlyBirdCapital and its designees an aggregate of 350,000 representative shares at $0.0001 per share (the “Representative Shares”).

EarlyBirdCapital and its designees an aggregate of 350,000 representative shares at $ 0.0001 per share (the “Representative Shares”).

On March 10, 2021, the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting

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shares outstanding.

The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s

prior consent until the completion of the initial Business Combination.

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that all securities so transferred remain subject to the lock-up restriction above for the remainder of the time period.

Note 9 —

Stockholders’

Preferred Stock —

is authorized to issue 1,000,000 shares of preferred stock at par value of $0.0001 per share.

As of March 31, 2021, there were no shares

of preferred stock issued or outstanding.

Common Stock —

Note 9 — Stockholders’ Equity

Preferred Stock — The

Company is authorized to issue 1,000,000 shares of preferred stock at par value of $ 0.0001 per share.

As of June 30, 2021, there were

no shares of preferred stock issued or outstanding.

Common Stock — The Company

is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.0001 per share.

At March 31, 2021, there were 4,586,541

At June 30, 2021, there were 4,161,000

shares of common stock issued and outstanding, excluding 13,300,000 shares of common stock subject to possible redemption.

18 unchanged sentences

(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”

of the warrants and the “fair market value”(defined below) by (y) the fair market value.

The “fair market value”

for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading

4 unchanged sentences

at any time after the warrants become exercisable,

upon not less than 30 days’

prior written notice of redemption to each warrant holder,

upon not less than 30 days’ prior written notice of redemption to each warrant holder,

If, and only if, the reported last sale price of the 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 after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;

3 unchanged sentences

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 the Company’s board of directors, and in the case of any such issuance to the 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

4 unchanged sentences

and the $ 18.00 redemption trigger price will be adjusted to 180 % of this amount.

Note 10 —

Subsequent Events

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions

2 unchanged sentences

not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,”

“Archimedes

Tech SPAC Partners Co.”

“our,”

“us”

or “we”

refer to Archimedes Tech SPAC Partners Co.

The following

discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited

condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on our current expectations and projections

about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that

may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels

of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking

statements by terminology such as “may,”

“should,”

“could,”

“would,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“continue,”

or the negative of

such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but are not limited to,

those described in our other Securities and Exchange Commission (“SEC”) filings.

We were formed on September 15, 2020 for

the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar

business combination with one or more target businesses.

Our efforts to identify a prospective target business will not be limited to

a particular industry or geographic region, though we intend to focus our search on a business operating in the technology industry.

intend to utilize cash derived from the proceeds of this offering, our securities, debt or a combination of cash, securities and debt,

in effecting a business combination.

All activity through March 31, 2021 relates to

our formation, IPO, which was consummated on March 15, 2021, and search for a prospective initial business combination target.

Results of Operations

As of March 31, 2021, we have not commenced any

All activity for the period from September 15, 2020 (inception) through March 31, 2021 relates to our formation, IPO and,

after our IPO, identifying a target company for a Business Combination.

We will not generate any operating revenues until after the completion

of our initial Business Combination, at the earliest.

We will generate non-operating income in the form of interest income from the proceeds

derived from the IPO and placed in the Trust Account.

For the three months ended March 31, 2021, we

had a net loss of $84,033, which was comprised of operating costs of $81,441, interest income of $525 from marketable securities held

in our Trust Account, and unrealized loss on change in fair value of warrants of $3,117.

Liquidity and Capital Resources

On March 15, 2021, we consummated the IPO of 12,000,000

Public Units at a price of $10.00 per Public Unit, generating gross proceeds of $120,000,000.

Simultaneously with the closing of the IPO,

we consummated the sale of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement to the Sponsor and EarlyBirdCapital,

generating gross proceeds of $3,900,000.

19, 2021, the underwriters partially exercised the over-allotment option to purchase 1,300,000 Public Units, at a purchase price of $10.00

per Public Unit, generating gross proceeds of $13,000,000.

In connection with the underwriters’

exercise of their over-allotment

option, we also consummated the sale of an additional 26,000 Private Units at $10.00 per Private Unit to the Sponsor and EarlyBirdCapital,

generating gross proceeds of $260,000.

Following the closing of the IPO on March 15,

2021 and the underwriters’

partial exercise of over-allotment option on March 19, 2021, $133,000,000 from the net proceeds of the

sale of the Public Units in the IPO and the sale of the Private Units was placed in the Trust Account and the remaining net proceeds was

deposited in our operating bank account.

As of March 31, 2021, we had $963,695 in our operating

bank account for our working capital needs.

Prior to the completion of the IPO, our liquidity

needs had been satisfied through a payment from the Sponsor of $25,000 for the founder shares, and the loan under an unsecured promissory

note from the Sponsor of $125,000.

We fully paid the note to the Sponsor on March 15, 2021.

Subsequent to the consummation of the IPO

and Private Placement, our liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not

held in the Trust Account.

In addition, in order to finance transaction costs

in connection with a Business Combination, our Sponsor, initial stockholders, officers, directors and their affiliates may, but are not

obligated to, provide us Working Capital Loans.

To date, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing, management believes that

we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a Business

Combination or one year from this filing.

Over this time period, we will be using these funds for paying existing accounts payable, identifying

and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying

for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business

Critical Accounting Policies and Estimates

The preparation of the unaudited condensed financial

statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the

reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

We have identified the following

as our critical accounting policies:

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject

to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured

at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the

control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

is classified as temporary equity.

At all other times, common stock is classified as stockholders’

The Company’s common

stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence

of uncertain future events.

Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity,

outside of the stockholders’

equity section of the Company’s balance sheet.

Net Loss Per Common Share

Net loss per common share is computed by dividing

net loss by the weighted average number of common stock outstanding for each of the periods.

The calculation of diluted loss per common

share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private

Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would

be anti-dilutive.

The warrants are exercisable to purchase 6,858,000 shares of common stock in the aggregate.

Off-Balance Sheet Arrangements

As of March 31, 2021, we did not have any off-balance

sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

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