Note Conversion Agreement, dated as of February 12, 2025, by and between the Company and Archimedes Tech SPAC Sponsors II LLC

Exhibit 10.8

NOTE CONVERSION AGREEMENT

This NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of February 12, 2025 by and between Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (the “Company”), and Archimedes Tech SPAC Sponsors II LLC (the “Holder”).

R E C I T A L S

WHEREAS, the Company issued to the Holder a promissory note in the aggregate principal amount of $290,000, dated as of June 7, 2024 and as amended as of September 30, 2024 and December 31, 2024 (the “Note”);

WHEREAS, in connection with the consummation of the Company’s initial public offering, the Holder desires to convert the entire amount due and outstanding under the Note ($290,000) into units of the Company, each unit consisting of one ordinary share of the Company and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one ordinary share at a price of $11.50 per share (subject to adjustment) (the “Private Units”), at a price of $10.00 per unit;

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.           Conversion of Notes into the Units. The Company and the Holder acknowledge, agree, represent, warrant and covenant to each other as follows:

(a)         The Note is hereby amended to provide for the immediate conversion of all amounts due under the Note.

(b)         All amounts due under the Note shall be converted into 29,000 Private Units (the “Conversion Units”). Promptly following the date hereof, the Company shall issue and deliver to the Holder a certificate or certificates evidencing the issuance of the Conversion Units or shall cause the Company’s transfer agent to deliver to the Holder a statement evidencing the book-entry position for the Conversion Units in the Holder’s name.

(c)          Except as provided in this Agreement, all amounts due under the Note shall be fully and wholly satisfied and extinguished, and the Note shall be canceled and of no further force or effect, and neither Holder, nor any person or entity claiming under, through or by right of Holder, nor any successor, assignee or other party, shall make any further claim against the Company relating to or arising out of the Note. A failure by Holder to deliver the Note to the Company on or after the date of this Agreement shall not give the Holder, or any person or entity claiming under, through or by right of Holder, nor any successor, assignee or other party, any rights therein or thereto, and Holder shall indemnify and hold harmless the Company, and their respective employees, officers, directors and agents, from any and all losses which arise directly or indirectly as a result of Holder’s breach of the representations made in this Agreement and/or a failure to deliver the original Note to the Company which results in claims made therein, thereto or thereunder.

2.            Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as follows:

(a)    The Holder has full power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Holder’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)    The Holder is the sole holder of the Note being delivered to the Company as consideration for the issuance of the Conversion Units. The Note is being delivered to the Company free and clear of any and all liens, charges, encumbrances, security agreements, pledge agreements, conditional sales agreements or other obligations relating to the sale or transfer thereof.

(c)    The Holder is acquiring the Conversion Units for investment for the Holder’s own account and not with a view to, or for resale in connection with, any distribution thereof, and the Holder has no present intention of selling or distributing the Conversion Units. The Holder understands that the Conversion Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued to the Holder by reason of a specific exemption from the registration provisions of the Securities Act. The Holder is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

(d)         Restrictions on Resale.

(i)    Legend. The Holder acknowledges that until registered under the Securities Act, the certificates representing the Conversion Units shall bear the following or similar legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(ii)    Stop Order. The Holder further acknowledges that the Company reserves the right to place a stop order against the instruments representing the Conversion Units and to refuse to effect any transfers thereof in the absence of an effective registration statement with respect to the Conversion Units or in the absence of an opinion of counsel to the Company that such transfer is exempt from registration under the Securities Act and under applicable state securities laws.

3.            Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder as follows:

(a)    The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement constitutes the Company’s valid and legally binding obligation, enforceable in accordance with its terms.

(b)    The issuance of the Conversion Units has been duly authorized by the Company and the shares underlying the Conversion Units, when issued upon conversion of the Note in accordance with the terms hereof, will be validly issued as fully paid and nonassessable.

(c)    The warrants underlying such Conversion Units, when issued upon conversion of the Note in accordance with the terms hereof, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and the shares underlying such warrants, when issued subject to the terms and conditions of thereof and the memorandum and articles of association of the Company, will be validly issued as fully paid and non-assessable.

4.           General.

(a)    This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

(b)    The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, transferees, heirs, legatees, executors, administrators and personal representatives of the parties hereto.

(c)    This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes and renders null and void any and all other prior oral or written agreements, understandings or commitments pertaining to the subject matter hereof.

(d)    This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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IN WITNESS WHEREOF, the parties have executed this Note Conversion Agreement as of the date first written above.