Dilution profile // every instrument, one screen, from SEC filings

Archimedes Tech SPAC Partners II Co. (ATIIW)

CIK 2028516 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGHS-1/A on file 2025-02-05
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
MEDIUMwarrants = 40% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW0% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
MEDIUM~17.5 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2025-03-282026-05-14

Latest: 29.6M shares as of May 14, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Pubco Warrants15.0M$10
Public Warrants11.5M$11.55yFV $1.7M
Private Placement Warrants420,000$11.5

Tranches exactly as the company dimensioned them in its 10-Q filed May 14, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 11.9M underlying shares, as reported Mar 31, 2026 (10-Q).

Rough fully diluted estimate: 41.5M = 29.6M O/S + 11.9M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Working Capital Loansnot tagged$10
Loans Payablenot tagged$10

Notes exactly as the company dimensioned them in its 10-Q filed May 14, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding29.6MMay 14, 2026
+ Pubco Warrants (if exercised)15.0MApr 20, 2026
+ Public Warrants (if exercised)11.5MMar 31, 2026
+ Private Placement Warrants (if exercised)420,000Mar 31, 2026
Fully diluted estimate56.5M+91.0% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

S-1Oct 30, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 2 executed · 0 registered.

EXECUTEDJul 14, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 20, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDFeb 14, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDFeb 11, 2025Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4
EFFECTIVEFeb 10, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDFeb 5, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDFeb 3, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDJan 21, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDNov 27, 2024S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDOct 30, 2024S-1 registration — capacity to sell shares, not a sale yetS-1

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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