Exhibit 10.1
THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
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Principal Amount: Up to $1,000,000
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Dated as of March 6, 2026
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New York, New York
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Artius II Acquisition Inc., a Cayman Islands exempted company and blank check company (the “Payor”), promises to pay to the order of Artius II Acquisition Partners LLC or its registered assigns or successors in interest (the “Payee”),
the principal sum of up to One Million Dollars ($1,000,000) or such lesser amount as shall have been advanced by the Payee to the Payor and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United
States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Payor to such account as the Payee may from time to
time designate by written notice in accordance with the provisions of this Note.
1. Principal. The entire unpaid principal balance of this Note shall be
payable by the Payor on the earlier of (a) the closing of the Payor’s initial business combination or (b) the liquidation of the Payor (the “Maturity Date”).
The principal balance may be prepaid at any time by the Payor at its election and without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Payor, be obligated
personally for any obligations or liabilities of the Payor hereunder.
2. Interest. No interest shall accrue on the unpaid principal balance of this
Note.
3. Drawdown Requests. The Payor and the Payee agree that the Payor may
request, from time to time, up to One Million Dollars ($1,000,000) in drawdowns under this Note to be used for costs and expenses related to the Payor’s ongoing operations. Principal of this Note may be drawn down from time to time prior to the
Maturity Date upon written request from the Payor to the Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and
must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by the Payor and the Payee. The Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding
under this Note at any time may not exceed One Million Dollars ($1,000,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests, even if prepaid. No fees, payments or other amounts shall be due to
the Payee in connection with, or as a result of, any Drawdown Request by the Payor.
4. Application of Payments. All payments shall be applied first to payment in
full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of
this Note.
5. Conversion.
(a) Upon the consummation of an initial business combination by the Payor, liquidation of the Payor or an Event of Default, the Payee may elect to convert up to all of
the unpaid principal balance of this Note, into that number of shares of Class A common stock (or the equivalent thereof) of the Payor or the surviving company of such initial business combination (the “Private Placement Shares”), equal to (x) the unpaid principal amount of this Note, divided by (y) $10.00, multiplied by (z) 1.1, rounded up to the nearest whole number of shares.
(b) Upon the conversion of the unpaid principal amount of this Note, (i) the unpaid principal amount shall be so converted and the Note shall be deemed fully paid and
satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Payor or such other address which Payor shall designate against delivery of the Private Placement Shares and (iii) in exchange for the surrendered Note, Payor shall, at
the direction of Payee, deliver to Payee or its affiliates (Payee or such other persons, the “Holders”) the Private Placement Shares, which shall bear such
legends as are required, in the opinion of counsel to Payor or by any other agreement between Payor and Payee and applicable state and federal securities laws.
(c) The Payor shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Private Placement Shares upon conversion of
this Note pursuant hereto.
6. Registration Rights. Upon consummation of the Payor’s initial business
combination, the Holders shall be a party to, entitled to the benefits of, and shall be deemed a holder of securities entitled to registration rights under, any registration rights agreement entered into by the Payor (or any other surviving entity)
in connection with such business combination, with respect to the Private Placement Shares issued upon conversion of this Note, to the same extent and on the same terms and conditions as the other holders of registrable securities party thereto.
7. Representations and Warranties. The Payor and the Payee hereby acknowledge
and agree that the representations and warranties made by each of the Payor and Payee under that certain Private Placement Units Purchase Agreement, dated as of February 12, 2025, by and between the Payor and the Payee, are hereby incorporated by
reference into this Note, mutatis mutandis, as if set forth in full herein, and shall be deemed to have been made by the parties hereto as of the date of
issuance of this Note.
8. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by the Payor to pay the principal amount
due pursuant to this Note within five (5) business days of the Maturity Date.
(b) Voluntary Bankruptcy, Etc. The commencement by the Payor of a voluntary case under
any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of the Payor or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Payor generally to pay its debts as such debts become due, or the taking of corporate
action by the Payor in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of the Payor in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Payor or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
9. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 8(a) hereof, the Payee may, by written notice to the Payor, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 8(b) or 8(c), the unpaid principal balance of this Note, and all other sums payable with regard to
this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.
10. Waivers. The Payor waives presentment for payment, demand, notice of
dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Payor by virtue of any
present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil
process, or extension of time for payment; and the Payor agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may be sold upon any such writ in whole or in
part in any order desired by the Payee.
11. Unconditional Liability. The Payor hereby waives all notices in connection
with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by
any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the
payment or other provisions of this Note, and agrees that additional payors, endorsers, guarantors, or sureties may become parties hereto without notice to the Payor or affecting the Payor’s liability hereunder.
12. Notices. All notices, statements or other documents which are required or
contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by
facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such
other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
13. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
14. Severability. Any provision contained in this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
15. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee
hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which the proceeds of
the Payor’s initial public offering (the “IPO”) (including the deferred underwriters discounts and commissions) have been deposited, as described in greater
detail in the registration statement and prospectus filed by the Payor with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the
trust account for any reason whatsoever.
16. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof
may be made with, and only with, the written consent of the Payor and the Payee.
17. Assignment. No assignment or transfer of this Note or any rights or
obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature page follows]
IN WITNESS WHEREOF, the Payor, intending to be legally bound hereby, has caused
this Note to be duly executed by the undersigned as of the day and year first above written.
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ARTIUS II ACQUISITION INC.
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By:
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/s/ Boon Sim
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Name: Boon Sim
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Title: Chief Executive Officer
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Acknowledged and agreed to
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as of the date first written above.
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ARTIUS II ACQUISITION PARTNERS LLC
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By:
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/s/ Boon Sim
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Name: Boon Sim
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Title: Managing Partner
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[Signature Page to Promissory Note]