August 15, 2024

Long Long
Chief Executive Officer
Archimedes Tech SPAC Partners II Co.
2093 Philadelphia Pike #1968
Claymont, DE 19703

       Re: Archimedes Tech SPAC Partners II Co.
           Draft Registration Statement on Form S-1
           Submitted July 3, 2024
           CIK No. 0002028516
Dear Long Long:

       We have reviewed your draft registration statement and have the
following comments.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

Draft Registration Statement on Form S-1
Cover Page

1.     Please provide a highlighted cross-reference to all the sections in the
prospectus for
       disclosures related to each of compensation and material conflicts of
interest. See Items
       1602(a)(3) and (5) of Regulation S-K.
2.     Please state the amount of the compensation received or to be received
by the sponsor, its
       affiliates, and promoters. See Item 1602(a)(3) of Regulation S-K.
Summary, page 1

3.     Where you discuss your management team's experience with SPACs, please
expand your
       disclosure to identify the special purpose acquisition companies to
which you refer, as
       well as the SPAC business combinations in which your management team has
       participated. For each SPAC, disclose any extensions and redemption
levels in connection
       with an extension and/or business combination. See Regulation S-K Item
1603(a)(3).
 August 15, 2024
Page 2

4.     We note your disclosure on pages 3 and 5 and elsewhere in your document
that initial
       shareholders and members of management will directly or indirectly hold
your securities
       and may have a conflict of interest in determining whether a particular
target business is
       an appropriate business with which to effectuate your initial business
combination. Where
       you state this, also disclose that your founder shares and warrants will
be worthless if the
       SPAC does not complete an initial business combination within the
allotted time. Also
       add disclosure of the conflicts of interest relating to the repayment of
loans and
       reimbursements of expenses that will be paid to the sponsor and/or
officers and directors
       affiliated with the sponsor upon completion of a de-SPAC transaction.
See Item
       1602(b)(7) of Regulation S-K.
5.     Please disclose your plans if you do not consummate a de-SPAC
transaction within 27
       months, including whether you expect to extend the time period. Also
disclose whether
       there are any limitations on the number of extensions, including the
number of times.
       Finally, disclose the consequences to the sponsor of not completing an
extension in this
       time period. See Item 1602(b)(4) of Regulation S-K.
6.     Please revise the table on page 4 to include the $200,000 loan made by
your sponsor for a
       portion of the expenses of this offering. Also, please reference in the
table reimbursement
       for any out-of-pocket expenses related to identifying, investigating and
completing an
       initial business combination, as well as the repayment of loans which
may be made by
       your sponsor or an affiliate of your sponsor or certain of your
directors and officers to
       finance transaction costs in connection with an intended initial
business combination. See
       Item 1602(b)(6) of Regulation S-K.
7.     Following the table on page 4 disclosing the nature and amount of
compensation to be
       received, revise to disclose the extent to which the securities issuance
of shares, warrants
       and shares underlying warrants (which may be exercised on a cashless
basis), may result
       in a material dilution of the purchasers' equity interests, including
shares and warrants that
       may be converted from loans from the sponsor. See Item 1602(b)(6) and
Item 1603(a)(6)
       of Regulation S-K.
8.     We note your disclosure on page 6 regarding additional financing. Please
describe how
       additional financings may impact unaffiliated security holders. See Item
1602(b)(5) of
       Regulation S-K.
9.     Where you discuss transfer restrictions on pages 15 and 124, please
revise to clarify the
       exception(s) by virtue of your sponsor   s limited liability company
agreement referenced
       on page 124. See Item 1603(a)(6) of Regulation S-K. Please also revise
the tables to
       disclose the lock-up agreement with the underwriter referenced on page
65. See Item
       1603(a)(9) of Regulation S-K.
10.    Under Conflicts of Interest on page 26, please disclose the additional
conflicts of interest
       relating to repayment of loans, reimbursement of the sponsor and others
for any out-of-
       pocket expenses and forfeiture of fees in the event you do not complete
a de-SPAC
       transaction.
 August 15, 2024
Page 3
11.    We note your disclosure that you may seek to acquire a business
affiliated with your
       sponsor, initial shareholders, directors or officers. In your Conflicts
of Interest disclosure
       on page 26 and elsewhere as appropriate, please expand to describe the
conflicts of
       interest that may arise in the event that you do so. See Item 1602(b)(7)
of Regulation S-
       K.
12.    In the disclosure regarding the dilution tables on page 30 and 81,
please revise to expand
       on your assumption that no ordinary shares and convertible equity or
debt securities are
       issued in connection with additional financing that you may seek in
connection with an
       initial business combination, by highlighting that you may need to do so
because you
       intend to target an initial business combination with a target business
with an enterprise
       value that is greater than what you could acquire with the net proceeds
of this offering and
       the sale of the private units, as you state on page 6 and elsewhere.
Capitalization, page 84

13.    In the Capitalization table, the As adjusted amount $554 appears to
include the par value
       of the 540,000 Private Units. However, it is unclear how the as adjusted
amount of
       ordinary shares issued and outstanding takes into consideration 540,000
ordinary shares to
       be issued in conjunction with your private placement. Please advise or
revise.
Prior Experience with Blank Check Companies, page 115

14.    Please describe the experience of the sponsor, its affiliates, and any
promoters in
       organizing special purpose acquisition companies and the extent to which
the sponsor, its
       affiliates, and the promoters are involved in other special purpose
acquisition
       companies. Please clarify how opportunities to acquire targets are
allocated among
       SPACs. See Item 1603(a)(3) of Regulation S-K.
Conflicts of Interest, page 119

15.    Please state the basis for your disclosure on pages 26 and 121 that you
do not believe that
       any of the foregoing fiduciary duties or contractual obligations will
materially affect your
       ability to identify and pursue business combination opportunities or
complete your initial
       business combination.
Certain Relationships and Related Party Transactions, page 125

16.    Please disclose any circumstances under the sponsor may surrender or
cancel shares in
       connection with a de-SPAC transaction, such as in connection with a PIPE
financing or
       earnout provision. See Item 1603(a)(6) of Regulation S-K.
Note 7. Shareholder's Equity
Private Placement Warrants, page F-16

17.    We note your disclosure that you have determined the classification of
the private and
       public warrants as equity. Please provide us with your analysis under
ASC 815-40 to
       support your accounting treatment for these warrants. As part of your
analysis, address
       whether there are any terms or provisions in the warrant agreement that
provide for
       potential changes to the settlement amounts that are dependent upon the
characteristics of
       the warrant holder, and if so, how you analyzed those settlement
provisions in accordance
       with the guidance in ASC 815-40. Your response should address, but not
be limited to,
 August 15, 2024
Page 4

       your disclosure in the last paragraph, that "If the Private Placement
Warrants are held by
       someone other than the initial purchasers or their permitted
transferees, the Private
       Placement Warrants will be redeemable by the Company and exercisable by
such holders
       on the same basis as the Public Warrants."
       Please contact Kellie Kim at 202-551-3129 or Mark Rakip at 202-551-3573
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Ruairi Regan at 202-551-3269 or Mary Beth Breslin at 202-551-3625 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Real
Estate & Construction
cc:   Giovanni Caruso, Esq.