Archimedes Tech SPAC Partners II Co. received an amended Schedule 13G/A from Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah reporting passive ownership of Ordinary Shares. The reporting group collectively reports beneficial ownership of 1,367,830 Shares, representing 4.6% of the Ordinary Shares outstanding, based on 29,590,000 Shares issued and outstanding as stated in the company’s 10-Q filed on August 13, 2026.
The Shares are held directly by Tenor Opportunity Master Fund, Ltd., while Tenor Capital acts as its investment manager and Robin Shah is the managing member of the general partner of Tenor Capital. The group reports no sole voting or dispositive power, but shared voting and dispositive power over the 1,367,830 Shares. Each reporting person expressly disclaims beneficial ownership except to the extent of any pecuniary interest and notes that ownership is now 5 percent or less of the class.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:1,367,830 SharesOwnership percentage:4.6%Shares outstanding:29,590,000 Shares+2 more
5 metrics
Shares beneficially owned1,367,830 SharesOrdinary Shares of Archimedes Tech SPAC Partners II Co. reported by the Tenor group
Ownership percentage4.6%Percent of Ordinary Shares class beneficially owned by each reporting person
Shares outstanding29,590,000 SharesOrdinary Shares issued and outstanding per issuer’s 10-Q filed August 13, 2026
Sole voting power0 SharesNumber of Shares over which each reporting person has sole voting power
Shared voting power1,367,830 SharesNumber of Shares over which each reporting person has shared voting power
"This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"may be deemed to have shared voting and dispositive power with respect to the Shares"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"shared voting and dispositive power with respect to the Shares owned directly by the Master Fund"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
pecuniary interestfinancial
"Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest therein"
Section 13 of the Securities Exchange Act of 1934regulatory
"for purposes of Section 13 of the Securities Exchange Act of 1934, as amended"
FAQ
What percentage of Archimedes Tech SPAC Partners II Co. (ATII) does Tenor report owning?
Tenor and related reporting persons report owning 4.6% of Archimedes Tech SPAC Partners II Co.’s Ordinary Shares. This is based on 1,367,830 Shares held versus 29,590,000 Shares outstanding, as referenced from the issuer’s August 13, 2026 Form 10-Q.
How many Archimedes Tech SPAC Partners II Co. (ATII) shares are reported as beneficially owned?
The reporting group shows beneficial ownership of 1,367,830 Ordinary Shares of Archimedes Tech SPAC Partners II Co. All these Shares are held by Tenor Opportunity Master Fund, Ltd., with Tenor Capital and Robin Shah having shared voting and dispositive power through control relationships.
Who are the reporting persons in this Schedule 13G/A for ATII?
The filing lists Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah as reporting persons. Tenor Capital manages the Master Fund, and Robin Shah is the managing member of the Master Fund’s investment manager’s general partner.
Do the Tenor entities have sole or shared voting power over ATII shares?
The reporting persons state they have 0 shares with sole voting power and 1,367,830 shares with shared voting power. They report the same split for dispositive power, indicating control is exercised jointly over the reported stake.
Why does the ATII Schedule 13G/A state ownership of 5 percent or less?
The filing classifies the reporting persons’ stake as ownership of 5 percent or less of the class. Their reported 4.6% interest is calculated using 29,590,000 Ordinary Shares outstanding, as disclosed in Archimedes Tech SPAC Partners II Co.’s August 13, 2026 Form 10-Q.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Archimedes Tech SPAC Partners II Co.
(Name of Issuer)
Ordinary shares, $0.0001 Par Value
(Title of Class of Securities)
G04537117
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G04537117
1
Names of Reporting Persons
Tenor Capital Management Company, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,367,830.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,367,830.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,367,830.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.6 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP Number(s):
G04537117
1
Names of Reporting Persons
Tenor Opportunity Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,367,830.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,367,830.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,367,830.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP Number(s):
G04537117
1
Names of Reporting Persons
Robin Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,367,830.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,367,830.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,367,830.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.6 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Archimedes Tech SPAC Partners II Co.
(b)
Address of issuer's principal executive offices:
2093 Philadelphia Pike, #1968
Claymont, Delaware 19703
Item 2.
(a)
Name of person filing:
Tenor Capital Management Company, L.P.
Tenor Opportunity Master Fund, Ltd.
Robin Shah
(b)
Address or principal business office or, if none, residence:
810 Seventh Avenue, Suite 1905, New York, NY 10019
(c)
Citizenship:
Tenor Capital Management Company, L.P. - Delaware
Tenor Opportunity Master Fund, Ltd. - Cayman Islands
Robin Shah - USA
(d)
Title of class of securities:
Ordinary shares, $0.0001 Par Value
(e)
CUSIP No.:
G04537117
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Tenor Capital Management Company, L.P. - 4.6%
Tenor Opportunity Master Fund, Ltd. - 4.6%
Robin Shah - 4.6%
The Ordinary Shares (the "Shares") reported herein are held by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest therein. The percentages herein are calculated based upon a statement in the Issuer's 10-Q, filed on August 13, 2026 indicating that there are 29,590,000 Shares issued and outstanding as of the date of the filing.
(b)
Percent of class:
Tenor Capital Management Company, L.P. - 4.6%
Tenor Opportunity Master Fund, Ltd. - 4.6%
Robin Shah - 4.6%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Tenor Capital Management Company, L.P. - 0
Tenor Opportunity Master Fund, Ltd. - 0
Robin Shah - 0
(ii) Shared power to vote or to direct the vote:
Tenor Capital Management Company, L.P. - 1,367,830
Tenor Opportunity Master Fund, Ltd. - 1,367,830
Robin Shah - 1,367,830
(iii) Sole power to dispose or to direct the disposition of:
Tenor Capital Management Company, L.P. - 0
Tenor Opportunity Master Fund, Ltd. - 0
Robin Shah - 0
(iv) Shared power to dispose or to direct the disposition of:
Tenor Capital Management Company, L.P. - 1,367,830
Tenor Opportunity Master Fund, Ltd. - 1,367,830
Robin Shah - 1,367,830
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Tenor Capital Management Company, L.P.
Signature:
/s/ Robin Shah
Name/Title:
Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC
