UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

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ARTIUS II ACQUISITION INC.

(Exact name of registrant as specified in its charter)

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3 Columbus Circle, Suite 1609

New York, NY 10019

(Address of principal executive offices, including zip code)

(212) 309-7668

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

Item 1.01

Entry into a Material Definitive Agreement.

 

Amended and Restated Working Capital Promissory Note

 

As previously disclosed, Artius II Acquisition Inc. (the “Company”) issued a convertible unsecured promissory note (the “Original Working Capital Promissory Note”) in the aggregate principal amount of up to $1,000,000.00 to Artius II Acquisition Partners LLC, a Delaware limited liability company (the “Sponsor”), in order to provide the Company with additional working capital.

On March 27, 2026, the Company and the Sponsor amended and restated the Original Working Capital Promissory Note (such amended and restated promissory note, the “Amended and Restated Working Capital Promissory Note”) to remove the Original Working Capital Promissory Note’s conversion feature and provide that it is payable solely in cash.

The foregoing description of the Amended and Restated Working Capital Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Working Capital Promissory Note, which is filed hereto as Exhibit 10.1 and which is incorporated herein by reference.

 

 

As previously disclosed on March 6, 2026, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s Listing Rule 5452(a)(2)(A) because the Company failed to maintain a minimum of 300 public holders of its units and Class A ordinary shares listed on The Nasdaq Global Market, as required under the Nasdaq continued listing standards for The Nasdaq Global Market (the “Public Holders Requirement”). On March 17, 2026, the Company submitted a plan to Nasdaq to regain compliance with the Public Holders Requirement (the “Plan”).

 

On March 23, 2026, Nasdaq provided the Company notice that Nasdaq accepted the Plan and granted the Company an extension until August 31, 2026, to regain compliance with the Public Holders Requirement.

 

The Company is currently working toward implementing the Plan, as discussed with Nasdaq, to regain compliance. There can be no assurance that the Company will be able to regain compliance. If the Company does not regain compliance by August 31, 2026, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company’s units and Class A ordinary shares will become subject to delisting. In such event, Nasdaq rules permit the Company to appeal any delisting determination. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

(d) Exhibits.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

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