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Item 2. Management’s Discussion and Analysis

2021-11-15 compared with 2021-08-27 · 101 added, 112 removed, 2 unchanged (99% of the section changed)

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 June 30, 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 June 30, 2021, we have not commenced any

All activity for the period from September 15, 2020 (inception) through June 30, 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 June 30, 2021, we had

a net loss of $70,540, which was comprised of operating costs of $150,901, interest income of $3,353 from marketable securities held in

our Trust Account, and unrealized gain on change in fair value of warrants of $77,008.

For the six months ended June 30, 2021, we had

a net loss of $154,573, which was comprised of operating costs of $232,342, interest income of $3,878 from marketable securities held

in our Trust Account, and unrealized gain on change in fair value of warrants of $73,891.

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 June 30, 2021, we had $803,506 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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

Note Regarding Forward-Looking Statements

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

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.

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.

We 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.

activity through September 30, 2021 relates to our formation, IPO, which was consummated on March 15, 2021, and search for a prospective

initial business combination target.

of Operations

of September 30, 2021, we have not commenced any operations.

All activity for the period from September 15, 2020 (inception) through

September 30, 2021 relates to our formation, IPO and, after our IPO, identifying a target company for a Business Combination.

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.

the three months ended September 30, 2021, we had a net loss of $191,075, which was comprised of operating costs of $229,484, interest

income of $3,352 from marketable securities held in our Trust Account, and unrealized gain on change in fair value of warrants of $35,057.

the nine months ended September 30, 2021, we had a net loss of $345,648, which was comprised of operating costs of $461,826, interest

income of $7,230 from marketable securities held in our Trust Account, and unrealized gain on change in fair value of warrants of $108,948.

the period from September 15, 2020 (inception) through September 30, 2020, we had a net loss of $716, which was comprised of operating

costs of $716.

and Capital Resources

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.

March 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.

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 September 30, 2021, we had $628,652 of cash

held outside of the Trust Account for our working capital needs.

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’ 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 price of the warrants is higher than the market price.

The warrants are exercisable to purchase 6,858,000

shares of common stock in the aggregate.

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.

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.

We anticipate that the $628,652 outside of the Trust account as of September

30, 2021 will not be sufficient to allow us to operate for at least the next 12 months, assuming that a Business Combination is not consummated

during that time.

Moreover, we may need to obtain additional financing to consummate our Initial Business Combination but there is no

assurance that new financing will be available to us on commercially acceptable terms.

Furthermore, if we are not able to consummate a

Business Combination by September 15, 2022, it will trigger our automatic winding up, liquidation and dissolution.

These conditions raise

substantial doubt about our ability to continue as a going concern.

Accounting Policies and Estimates

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

We have identified the following as our critical accounting policies:

Stock Subject to Possible Redemption

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’ 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

Loss Per Common Share

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 price of the warrants is higher than the market price.

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

Off-Balance Sheet Arrangements

As of June 30, 2021, we did not have any off-balance

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

of September 30, 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 2. Management’s Discussion and Analysis