AACB 10-Q
Artius II Acquisition Inc. (AACB)
10-Q
2026-08-05
For: 2026-06-30
View Original
Added on
August 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
For the quarter ended June 30, 2026
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For the transition period from
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to
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Commission file number: 1-42521
(Exact Name of Registrant as Specified in Its Charter)
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| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(212 ) 309-7668
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | The |
| | | The |
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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | ☒ | Smaller reporting company | |
| | | Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of August 5, 2026 there were 22,175,000 Class A ordinary shares, $0.0001 par value and 5,500,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.
ARTIUS II ACQUISITION INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026
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ARTIUS II ACQUISITION INC.
| June 30, 2026 |
December 31, 2025 |
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Assets:
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Cash
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Prepaid expenses
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Total Current Assets
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Long-term prepaid insurance
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Cash and marketable securities held in Trust Account
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Total Assets
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Liabilities, Class A Shares Subject to Possible Redemption, and Shareholders’ Deficit:
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Accrued expenses
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Promissory note - related party
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Accrued offering costs
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Total Current Liabilities
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Advisory fee payable
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Deferred underwriting fee
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Total Liabilities
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Commitments (Note 6)
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Shareholders’ Deficit
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| Preference shares, $ |
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| Class A Ordinary Shares, $ |
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| Class B Ordinary Shares, $ |
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Additional paid-in capital
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Accumulated deficit
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Total Shareholders’ Deficit
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Total Liabilities, Class A Shares Subject to Possible Redemption, and Shareholders’ Deficit
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$ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
ARTIUS II ACQUISITION INC.
(UNAUDITED)
| For the Three Months Ended June 30, | For The Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
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General and administrative costs
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$ | $ | $ | $ | ||||||||||||
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Advisory fee
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Loss from operations
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Other income:
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Interest earned on cash and marketable securities held in Trust Account
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Total other income
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Net income (loss)
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$ | $ | $ | $ | ( |
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Basic weighted average shares outstanding of Class A ordinary shares
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Basic net income (loss) per ordinary share, redeemable Class A ordinary shares
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Basic weighted average shares outstanding of non-redeemable Class A and B ordinary shares
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Basic net income (loss) per ordinary share, non-redeemable Class A and B ordinary shares
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$ | $ | $ | $ | ( |
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Diluted weighted average shares outstanding of Class A ordinary shares
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Diluted net income (loss) per ordinary share, redeemable Class A ordinary shares
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Diluted weighted average shares outstanding of non-redeemable Class A and B ordinary shares
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Diluted net income (loss) per ordinary share, non-redeemable Class A and B ordinary shares
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$ | $ | $ | $ | ( |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
ARTIUS II ACQUISITION INC.
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
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Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated |
Total Shareholders’ |
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| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
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Balance — December 31, 2025
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Accretion for Class A Ordinary Shares to redemption amount
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Net income
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Balance – March 31, 2026 (unaudited)
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Accretion for Class A Ordinary Shares to redemption amount
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Net income
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Balance – June 30, 2026 (unaudited)
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$ | $ | $ | $ | ( |
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Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated |
Total Shareholders’ |
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| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
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Balance — December 31, 2024
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$ | $ | $ | $ | ( |
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Sale of private placement units
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Fair value of rights included in public units
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Fair value of contingent rights included in public units
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Allocated value of transaction costs to share rights
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Forfeiture of Founder Shares
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Accretion for Class A Ordinary Shares to redemption amount
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Net loss
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Balance – March 31, 2025 (unaudited)
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Accretion for Class A Ordinary Shares to redemption amount
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Net income
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Balance – June 30, 2025 (unaudited)
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$ | $ | $ | $ | ( |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
ARTIUS II ACQUISITION INC.
(UNAUDITED)
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For the Six Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2025 |
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Cash Flows from Operating Activities:
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Net income (loss)
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Adjustments to reconcile net income (loss) to net cash used in operating activities:
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Interest earned on cash and marketable securities held in Trust Account
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Changes in operating assets and liabilities:
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Prepaid expenses
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Long-term prepaid insurance
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Accrued expenses
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Advisory fee payable
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Net cash used in operating activities
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Cash Flows from Investing Activities:
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Investment of cash into Trust Account
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Net cash used in investing activities
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Cash Flows from Financing Activities:
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Proceeds from promissory note - related party
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Proceeds from sale of Units, net of underwriting discounts paid
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Proceeds from sale of Private Placement Units
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Repayment of promissory note - related party
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Payment of offering costs
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Net cash provided by financing activities
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Net change in cash and cash equivalents
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Cash, beginning of the period
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Cash, end of the period
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Noncash investing and financing activities:
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Offering costs paid and excluded from accrued offering costs at initial public offering
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Deferred offering costs paid through promissory note - related party
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Deferred underwriting fee payable
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$ | $ | ||||||
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Forfeiture of Founder Shares
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$ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
ARTIUS II ACQUISITION INC.
JUNE 30, 2026
(Unaudited)
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Artius II Acquisition Inc. (the “Company” or “we”) is a blank check company incorporated as a Cayman Islands exempted company on July 25, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “initial business combination” or “Business Combination”).
As of June 30, 2026, the Company had not commenced any operations. All activity for the period from July 25, 2024 (inception) through June 30, 2026 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for an initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is Artius II Acquisition Partners LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 12, 2025. On February 14, 2025, the Company consummated the Initial Public Offering of 22,000,000 units (the “Units”), which included the partial exercise by the underwriter of its over-allotment option in the amount of 2,000,000 Units, at $10.00 per Unit, generating gross proceeds of $220,000,000 . Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (a “Class A Share,” and each Class A Share offered in connection with the Initial Public Offering as part of a Unit, a “Public Share”), one right entitling the holder thereof to receive (1/10) of one Class A Share upon the consummation of an initial business combination (a “Public Right”) and one contingent right (a “Contingent Right”) to receive a pro rata share of 1,100,000 Class A Shares (the “Distributable Shares”). The distribution of the Distributable Shares will occur substantially concurrently with the closing of an initial business combination upon the satisfaction or waiver of the conditions specified in the relevant initial business combination merger agreement under certain circumstances, concurrently with the forfeiture by Sponsor of an equal number of Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Shares,” and as held by Sponsor, the “Founder Shares”).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 175,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $1,750,000 . Each Private Placement Unit consists of one Class A Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive (1/10) of one Class A Share upon the consummation of an initial business combination (each, a “Private Placement Right”).
Transaction costs related to the Initial Public Offering amounted to $7,537,261 , consisting of $250,000 of cash underwriting fees, $6,600,000 of deferred underwriting fees and $687,261 of other offering costs.
The Company’s management has discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating an initial business combination (less deferred underwriting commissions).
The Company’s initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held, the advisory fee (as defined in Note 6), and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into an initial business combination. The board of directors will make the determination as to the fair market value of the initial business combination. If the board of directors is not able to independently determine the fair market value of the initial business combination, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. There is no assurance that the Company will be able to successfully effect an initial business combination.
Upon the closing of the Initial Public Offering on February 14, 2025, an amount of $220,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in a trust account (the “Trust Account”) and will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended initial business combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee, Continental Stock Transfer & Trust Company, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units deposited in the Trust Account will not be released therefrom until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial business combination by (i) August 14, 2026 (or February 14, 2027 if the Company has executed a definitive agreement for an initial business combination by August 14, 2026) (the “Completion Window”) or by such earlier liquidation date as the Company’s board of directors may approve, subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s memorandum and articles of association (as amended from time to time, the “Articles”) to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial business combination or to redeem 100 % of the Company’s Public Shares if the Company has not consummated an initial business combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (the “Public Shareholders”).
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of an initial business combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations.
The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
The Company will have only the duration of the Completion Window to complete the initial business combination. However, if the Company is unable to complete its initial business combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
Our Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of the initial business combination; (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Articles; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial business combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial business combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act of 1934 (the “Exchange Act”), which would not be voted in favor of approving the initial business combination) in favor of the initial business combination.
Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or initial business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that Sponsor would be able to satisfy those obligations.
Liquidity, Capital Resources and Going Concern
As of June 30, 2026, the Company had operating cash of $21,231 and a working capital deficit of $4,547,832 . The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.
In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern” as of June 30, 2026, the Company may need to raise additional capital through loans or additional investments from Sponsor, shareholders, the Company’s officers and directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
Additionally, if an initial business combination is not consummated by the end of the Completion Window, there will be a mandatory liquidation and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Completion Window. The Company’s liquidity condition and mandatory liquidation within one year of the issuance of these unaudited condensed financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through an initial business combination. However, there can be no assurance that the Company will be able to consummate any initial business combination by the end of the Completion Window.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2025, as filed with the SEC on March 19, 2026. The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $21,231 and $32,193 in cash as of June 30, 2026 and December 31, 2025, respectively, and no
Cash and Marketable Securities Held in Trust Account
The Company classifies its U.S. Treasury and equivalent securities as held to maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts. At June 30, 2026, $232,245,596 was invested in a U.S. Treasury Securities at an amortized cost of $232,245,088 and $684 was held in cash, at an aggregate value of $232,245,772 as reflected on the condensed balance sheets. At December 31, 2025, $227,277,328 was invested in a U.S. Treasury Securities at an amortized cost of $228,079,176 and $610 was held in cash, at an aggregate value of $228,079,786 as reflected on the condensed balance sheets (see Note 8).
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A Shares and rights by allocating Initial Public Offering proceeds first to assigned value of the rights and then to the Class A Shares. Offering costs allocated to the Public and Private Placement Units were allocated to temporary equity and shareholders’ deficit, based on the classification of underlying financial instruments.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2026 and December 31, 2025, there were no
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Share Rights
The Company accounted for the share rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the share rights under equity treatment at its assigned value.
Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income per share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering and (ii) exercise of the over-allotment option as the exercise of the rights is contingent upon the occurrence of future events.
Income and losses are shared pro rata between the Class A redeemable ordinary share and Class A and B non-redeemable ordinary shares. Net income per Class A redeemable ordinary share and Class A and B non-redeemable share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Redeemable | Non- Redeemable Class A |
Redeemable | Non- Redeemable Class A |
Redeemable | Non- Redeemable Class A |
Redeemable | Non- Redeemable Class A |
|||||||||||||||||||||||||
| Class A Ordinary Shares |
and Class B Ordinary Shares |
Class A Ordinary Shares |
and Class B Ordinary Shares |
Class A Ordinary Shares |
and Class B Ordinary Shares |
Class A Ordinary Shares |
and Class B Ordinary Shares |
|||||||||||||||||||||||||
|
Basic and diluted net income (loss) per share:
|
||||||||||||||||||||||||||||||||
|
Numerator:
|
||||||||||||||||||||||||||||||||
|
Allocation of net income (loss)
|
$ | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
|
Denominator:
|
||||||||||||||||||||||||||||||||
|
Weighted average shares outstanding
|
||||||||||||||||||||||||||||||||
|
Basic net income (loss) per ordinary share
|
$ | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Redeemable | Non- Redeemable Class A |
Redeemable | Non- Redeemable Class A |
Redeemable | Non- Redeemable Class A |
Redeemable | Non- Redeemable Class A |
|||||||||||||||||||||||||
| Class A Ordinary Shares |
and Class B Ordinary Shares |
Class A Ordinary Shares |
and Class B Ordinary Shares |
Class A Ordinary Shares |
and Class B Ordinary Shares |
Class A Ordinary Shares |
and Class B Ordinary Shares |
|||||||||||||||||||||||||
|
Diluted net income (loss) per share:
|
||||||||||||||||||||||||||||||||
|
Numerator:
|
||||||||||||||||||||||||||||||||
|
Allocation of net income (loss)
|
$ | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
|
Denominator:
|
||||||||||||||||||||||||||||||||
|
Diluted weighted average shares outstanding
|
||||||||||||||||||||||||||||||||
|
Diluted net income (loss) per ordinary share
|
$ | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
Class A Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of June 30, 2026 and December 31, 2025, Class A Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Class A Shares subject to possible redemption reflected condensed balance sheets are reconciled in the following table:
|
Gross proceeds
|
$ | |||
|
Less:
|
||||
|
Proceeds allocated to Public Rights and Contingent Rights
|
( |
) | ||
|
Class A Shares issuance cost
|
( |
) | ||
|
Plus:
|
||||
|
Accretion for Class A Ordinary Shares to redemption amount
|
||||
|
Class A Shares subject to possible redemption, December 31, 2025
|
||||
|
Plus:
|
||||
|
Accretion for Class A Ordinary Shares to redemption amount
|
||||
|
Class A Shares subject to possible redemption, March 31, 2026
|
||||
|
Plus:
|
||||
|
Accretion for Class A Ordinary Shares to redemption amount
|
||||
|
Class A Shares subject to possible redemption, June 30, 2026
|
$ |
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
NOTE 3. PUBLIC OFFERING
Pursuant to the Initial Public Offering on February 14, 2025, the Company sold 22,000,000 Units, which includes the partial exercise by the underwriter of its over-allotment option in the amount of 2,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Share, one right entitling the holder thereof to receive (1/10) of one Class A Share upon the consummation of an initial business combination and one Contingent Right to receive a pro rata share of the Distributable Shares, concurrently with the forfeiture by Sponsor of an equal number of Founder Shares.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, Sponsor purchased an aggregate of 175,000 Private Placement Units, at a price of $10.00 per Unit, or $1,750,000 in the aggregate, in a private placement.
Our Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of the initial business combination; (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial business combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial business combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial business combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial business combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial business combination.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On July 31, 2024, Sponsor made a capital contribution of $25,000 , or approximately $0.003 per share, to cover certain of the Company’s deferred offering costs and expenses, for which the Company issued 7,187,500 Founder Shares to Sponsor. Subsequently, in October 2024, Sponsor forfeited an aggregate of 1,437,500 Founder Shares, such that Sponsor owned an aggregate of 5,750,000 Founder Shares. Following and as a result of that forfeiture of Founder Shares, Sponsor was deemed to have purchased the Founder Shares for $0.004 per share. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriter in full. On February 14, 2025, the underwriter partially exercised its over-allotment option and forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the over-allotment option by the underwriter, 500,000 Founder Shares are no longer subject to forfeiture and 250,000 Founder Shares were forfeited, resulting in Sponsor holding 5,500,000 Founder Shares.
The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial business combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial business combination that results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial business combination or (2) if the Company consummates a transaction after the initial business combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.
Administrative Services Agreement
The Company entered into an agreement with Sponsor, commencing on February 14, 2025 through the earlier of the Company’s consummation of an initial business combination or its liquidation, to pay an aggregate of $25,000 per month for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. For the three months ended June 30, 2026 and 2025, the Company incurred and paid $75,000 150,000 and $112,500 in fees for these services, respectively.
Promissory Note — Related Party
Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing and unsecured. The promissory note was payable on the date the Company consummated the Initial Public Offering out of the $750,000 of offering proceeds that had been allocated to the payment of offering expenses, from amounts available for working capital or from the net proceeds of the offering and the sale of the Private Placement Units not held in the Trust Account. As of the Initial Public Offering the Company borrowed $135,165 against the promissory note which was repaid on February 14, 2025 at the Initial Public Offering. No further borrowings under the note are available.
Working Capital Loans
In order to finance transaction costs in connection with an initial business combination, Sponsor or an affiliate of Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans. In the event that an initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement shares of the post-initial business combination entity at a price of $10.00 per 1.1 shares at the option of the lender. Such shares are identical to the Private Placement Shares.
On March 6, 2026, as part of the Working Capital Loans, the Company issued a convertible unsecured promissory note (the “Working Capital Promissory Note”) in the aggregate principal amount of up to $1,000,000 to Sponsor, in order to provide the Company with additional working capital. Pursuant to the terms of the Working Capital Promissory Note, the principal balance shall not accrue interest and will be payable by the Company upon the earlier of (i) the date on which the Company consummates its initial business combination, (ii) the date on which the Company is liquidated or (iii) the date on which an Event of Default (as defined in the Working Capital Promissory Note) occurs and will be convertible, at Sponsor’s election, to Class A Shares (or the equivalent thereof) of the Company or the surviving company of the Company’s initial business combination (each, a “Working Capital Private Placement Share”) upon the earlier of (i) the date on which the Company consummates its initial business combination, (ii) the date on which the Company is liquidated or (iii) the date on which an Event of Default (as defined in the Working Capital Promissory Note) occurs. The number of Working Capital Private Placement Shares issued upon conversion will be equal to (x) the unpaid principal amount of the Working Capital Promissory Note, divided by (y) $10.00 , multiplied by (z) 1.1 , rounded up to the nearest whole number of shares.
On March 27, 2026, the Company and Sponsor amended and restated the Working Capital Promissory Note (such amended and restated promissory note, the “Amended and Restated Working Capital Promissory Note”) to remove the Working Capital Promissory Note’s conversion feature and provide that it is payable solely in cash. As of June 30, 2026, the Company has borrowed $900,000 in connection with the Amended and Restated Working Capital Promissory Note and has $100,000 available for withdrawal.
NOTE 6. COMMITMENTS
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the conflicts in the Middle East. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the conflicts in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Recently, the United States has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the United States, other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs.
Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the conflicts in the Middle East and subsequent sanctions or related actions, newly implemented tariffs, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.
Registration Rights
The holders of the (i) Founder Shares, (ii) Private Placement Units, (iii) Private Placement Rights, (iv) Private Placement Shares, (v) Class A Shares that may be issued upon conversion of the Private Placement Rights upon the consummation of an initial business combination, and (vi) Private Placement Shares that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of the securities held by them and any other securities of the Company acquired by them prior to the consummation of an initial business combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriter had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On February 14, 2025, the underwriter partially exercised its over-allotment option in the amount of 2,000,000 Units and forfeited the remaining unexercised balance of 1,000,000 Units.
The underwriter was entitled to $250,000 , which was paid in cash to the underwriter at the closing of the Initial Public Offering.
Additionally, the underwriter is entitled to a deferred underwriting discount of $0.30 per Unit or $6,600,000 in the aggregate. Such deferred underwriting commissions will not be payable with respect to any shares redeemed in connection with an initial business combination, and may be paid at the sole and absolute discretion of the Company’s management team to any one or more Financial Industry Regulatory Authority members, which may or may not include the underwriter in the Initial Public Offering. The deferred underwriting discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its initial business combination.
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
Advisory Fee
In addition to the underwriting agreement, the Company entered into an agreement with the underwriter in which the underwriter is entitled to an advisory fee of $6,000,000 upon and subject to the closing of the initial business combination. The termination clause in the agreement deems the advisory fee earned and recordable as of February 14, 2025, and the advisory fee has been recorded on the accompanying condensed balance sheets. For the three months ended June 30, 2026 and 2025, the Company did no 0 and $6,000,000 in fees for these services, respectively.
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At June 30, 2026 and December 31, 2025, there were no
Class A Shares — The Company is authorized to issue a total of 400,000,000 Class A Shares at par value of $0.0001 each. At June 30, 2026 and December 31, 2025, there were 175,000 22,000,000
Class B Shares — The Company is authorized to issue a total of 50,000,000 Class B Shares at par value of $0.0001 each. On July 31, 2024, the Company issued 7,187,500 Class B Shares to Sponsor for $25,000 , or approximately $0.003 per share. Subsequently, in October 2024, Sponsor forfeited an aggregate of 1,437,500 Founder Shares, such that Sponsor owned an aggregate of 5,750,000 Founder Shares. Following and as a result of that forfeiture of Founder Shares, Sponsor was deemed to have purchased the Founder Shares for $0.004 per share. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriter in full. As of February 14, 2025, due to the underwriter’s option to partially exercise its over-allotment option, Sponsor forfeited 250,000 Founder Shares and there were 5,500,000 5,500,000
The Founder Shares will automatically convert into Class A Shares in connection with the consummation of an initial business combination or earlier at the option of the holder on a basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B Shares convert into Class A Shares will be adjusted (unless the holders of a majority of the outstanding Class B Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20 % of the sum of (i) the total number of all Class A Shares outstanding upon the completion of the Initial Public Offering (including any Class A Shares issued pursuant to the underwriter’s over-allotment option and excluding the Class A Shares underlying the shares underlying the Private Placement Units issued to Sponsor), plus (ii) all Class A Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent shares issued to Sponsor or any of its affiliates or to officers or directors upon conversion of Working Capital Loans); provided, that the Distributable Shares and Sponsor’s forfeiture of a number of Class B Shares equal to the number of Distributable Shares will be disregarded for purposes of this adjustment. Such adjustment may result in material dilution to Public Shareholders. Holders of record of the Company’s Class A Shares and Class B Shares are entitled to one 50 % of the ordinary shares voted for the appointment of directors can appoint all of the directors. Prior to the consummation of an initial business combination, only holders of the Class B Shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A Shares will not be entitled to vote on these matters during such time. These provisions of the Articles may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of an initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
Rights
Except in cases where the Company is not the surviving company in an initial business combination, each holder of a Right will automatically receive (1/10) of one Class A Share upon consummation of an initial business combination, even if the holder of a Right redeemed all Class A Shares held by him, her or it in connection with the initial business combination or an amendment to the Articles with respect to pre-initial business combination activities. In the event the Company will not be the surviving company upon completion of the initial business combination, each holder of a Right will be required to affirmatively convert his, her or its Rights in order to receive the (1/10) of one Class A Share underlying each Right upon consummation of an initial business combination.
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
No additional consideration will be required to be paid by a holder of Rights in order to receive his, her or its additional Class A Shares upon consummation of an initial business combination. The Class A Shares issuable upon conversion of the Rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for an initial business combination in which it will not be the surviving entity, the definitive agreement will provide for the holders of Rights to receive the same consideration per ordinary share the holders of the Class A Shares will receive in the transaction on an as-converted into Class A Shares basis.
The Company will not issue fractional Class A Shares in connection with an exchange of Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with Cayman Islands law. As a result, the holder must hold Rights in multiples of 10 in order to receive Class A Shares for all of their Rights upon closing of an initial business combination. If the Company is unable to complete an initial business combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any of such funds with respect to their Rights, nor will they receive any distribution from assets held outside of the Trust Account with respect to such Rights. Further, there are no contractual penalties for failure to deliver securities to the holders of the Rights upon consummation of an initial business combination. Additionally, in no event will the Company be required to cash settle the Rights. Accordingly, the Rights may expire worthless.
NOTE 8. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:
Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.
At June 30, 2026, $230,667,927 was invested in a U.S. Treasury Securities at fair value of $232,245,596 and an amortized cost of $232,245,088 and $684 was held in cash, at an aggregate value of $232,245,772 as reflected on the condensed balance sheets. At December 31, 2025, $227,277,328 was invested in a U.S. Treasury Securities at a fair value of $228,156,305 and an amortized cost of $228,079,176 and $610 was held in cash, at an aggregate value of $228,079,786 as reflected on the condensed balance sheets.
|
Held to Maturity
|
Level | Amortized Cost |
Unrealized Gain |
Fair Value | ||||||||||||
|
June 30, 2026
|
||||||||||||||||
|
U.S. Treasury Securities (Matured on 7/23/26)
|
1 | $ | $ | $ | ||||||||||||
|
Held to Maturity
|
Level | Amortized Cost |
Unrealized Gain |
Fair Value | ||||||||||||
|
December 31, 2025
|
||||||||||||||||
|
U.S. Treasury Securities (Matured on 4/23/26)
|
1 | $ | $ | $ | ||||||||||||
The Public Rights have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Level 3 Public Rights at issuance:
| February 14, 2025 |
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Trade price of Unit
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Stock price
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$ | |||
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Market adjustment(1)
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Fair value per right
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(1)
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
NOTE 9. SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the statements of operations as net income. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets, which include the following:
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June 30, 2026
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December 31, 2025
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Cash and marketable securities held in Trust Account
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$ | $ | ||||||
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Cash
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$ | $ | ||||||
| For the Three Months Ended June 30, | For The Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
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General and administrative costs
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$ | $ | $ | $ | ||||||||||||
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Interest earned on cash and marketable securities held in Trust Account
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$ | $ | $ | $ | ||||||||||||
The CODM reviews interest earned on cash and marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an initial business combination or similar transaction within the Completion Window. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income are reported on the statements of operations and described within their respective disclosures.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Artius II Acquisition Inc. References to our “management” or our “management team” refer to our officers and directors, and references to “Sponsor” refer to Artius II Acquisition Partners LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on July 25, 2024 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities for the three and six months ended June 30, 2026 and year ended December 31, 2025 were organizational activities, activities necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2026, we had a net income of $563,850, which consists of interest income on marketable securities held in the Trust Account of $2,104,091 partially offset by operating costs of $1,540,241.
For the three months ended June 30, 2025, we had a net income of $2,107,012, which consists of interest income on marketable securities held in the Trust Account of $2,326,596, partially offset by general and administrative expenses of $219,584.
For the six months ended June 30, 2026, we had a net income of $809,237, which consists of interest income on marketable securities held in the Trust Account of $4,165,986, partially offset by general and administrative expenses of $3,356,749.
For the six months ended June 30, 2025, we had a net loss of $2,961,037, which consists of advisory fees of $6,000,000 and general and administrative expenses of $361,072, partially offset by interest income on marketable securities held in the Trust Account of $3,400,035.
Liquidity, Capital Resources and Going Concern
On February 14, 2025, we consummated the Initial Public Offering of 22,000,000 Units at $10.00 per Unit, generating gross proceeds of $220,000,000.
Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 175,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $1,750,000. Each Private Placement Unit consists of one Private Placement Share and one right entitling the holder thereof to receive one tenth (1/10) of one Class A Share upon the consummation of an initial Business Combination.
Following the Initial Public Offering, the partial exercise of the over-allotment option and the sale of the Private Placement Units, a total of $220,000,000 was placed in the Trust Account. We incurred $7,537,261 in transaction costs, consisting of $250,000 of cash underwriting fee, $6,600,000 of deferred underwriting fee and $687,261 of other offering costs.
For the six months ended June 30, 2026, cash used in operating activities was $832,656. Net income of $809,237 was affected by interest earned on marketable securities held in the Trust Account of $4,165,986. Changes in operating assets and liabilities provided $2,524,093 of cash for operating activities.
For the six months ended June 30, 2025, cash used in operating activities was $633,950. Net loss of $2,961,037 was affected by interest earned on marketable securities held in the Trust Account of $3,400,035. Changes in operating assets and liabilities provided $5,727,122 of cash for operating activities.
As of June 30, 2026, we had marketable securities held in the Trust Account of $232,245,772 (including approximately $12,245,772 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement shares of the post-Business Combination entity at a price of $10.00 per 1.1 shares at the option of the lender. Such shares are identical to the private placement shares.
On March 6, 2026, as part of the Working Capital Loans, the Company issued a convertible unsecured promissory note (the “Working Capital Promissory Note”) in the aggregate principal amount of up to $1,000,000.00 to Sponsor, in order to provide the Company with additional working capital. Pursuant to the terms of the Working Capital Promissory Note, the principal balance shall not accrue interest and will be payable by the Company upon the earlier of (i) the date on which the Company consummates its initial business combination, (ii) the date on which the Company is liquidated or (iii) the date on which an Event of Default (as defined in the Working Capital Promissory Note) occurs and will be convertible, at Sponsor’s election, to Working Capital Private Placement Shares upon the earlier of (i) the date on which the Company consummates its initial business combination, (ii) the date on which the Company is liquidated or (iii) the date on which an Event of Default (as defined in the Working Capital Promissory Note) occurs. The number of Working Capital Private Placement Shares issued upon conversion will be equal to (x) the unpaid principal amount of the Working Capital Promissory Note, divided by (y) $10.00, multiplied by (z) 1.1, rounded up to the nearest whole number of shares.
On March 27, 2026, the Company and Sponsor amended and restated the Working Capital Promissory Note to remove the Working Capital Promissory Note’s conversion feature and provide that it is payable solely in cash. As of June 30, 2026, the Company has borrowed $900,000 in connection with the Amended and Restated Working Capital Promissory Note and has $100,000 available for withdrawal.
As of June 30, 2026, we had operating cash and cash equivalents of $21,231 and a working capital deficit of $4,547,832. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of June 30, 2026, the Company may need to raise additional capital through loans or additional investments from Sponsor, shareholders, the Company’s officers and directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Our liquidity condition raises substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the accompanying unaudited condensed financial statements are issued. Management plans to address this uncertainty through a Business Combination.
Additionally, if an initial business combination is not consummated by the end of the Completion Window, there will be a mandatory liquidation and our subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the Completion Window. Our liquidity condition and mandatory liquidation within one year of the issuance of these unaudited condensed financial statements raise substantial doubt about our ability to continue as a going concern. Management plans to address this uncertainty through an initial business combination. However, there can be no assurance that we will be able to consummate any initial business combination by the end of the Completion Window.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $25,000 per month for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. We began incurring these fees on February 14, 2025 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.
The underwriter is entitled to a deferred underwriting discount of $0.30 per Unit or $6,600,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Class A Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets.
Net Income(Loss) Per Ordinary Share
Net income (loss) per ordinary share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net income (loss) per ordinary share, basic and diluted for Class A and Class B non-redeemable ordinary shares is calculated by dividing the net income (loss) , less income attributable to Class A redeemable ordinary shares, by the weighted average number of Class A and Class B non-redeemable ordinary shares outstanding for the periods presented.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.
Not required for smaller reporting companies.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2026 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
None
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K filed with the SEC on March 19, 2026 (the “2025 Form 10-K”). As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the 2025 Form 10-K.
None.
None
None
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
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No.
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Description of Exhibit
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Amended and Restated Working Capital Promissory Note, dated March 27, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed March 27, 2026).
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Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS*
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Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
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101.SCH*
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL*
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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Inline XBRL Taxonomy Extension Labels Linkbase Document
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101.PRE*
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104*
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
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*
Filed herewith.
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ARTIUS II ACQUISITION INC.
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Date: August 5, 2026
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By:
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/s/ Boon Sim
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Name:
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Boon Sim
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Title:
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Chief Executive Officer and Chairman
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(Principal Executive Officer)
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Date: August 5, 2026
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By:
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/s/ Boon Sim
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Name:
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Boon Sim
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Title:
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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23