Artius II Acquisition Corp

Overview

Artius II Acquisition Corp is a Cayman Islands exempted company formed on July 25, 2024. It is a blank-check company (special purpose acquisition company or SPAC) formed to complete a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination (the "initial business combination"). The company intends to focus on technology-enabled businesses — including software, services, and fintech — that serve companies of varying sizes.

Recent financing and liquidity

• IPO (February 14, 2025)
  • Public Units sold: 22,000,000 (each Unit comprises one Class A share, one Right, and one Contingent Right)
  • Gross proceeds: $220,000,000
• Private placement (simultaneous with IPO)
  • Private Placement Units: 175,000
  • Gross proceeds: $1,750,000
• Trust Account
  • At closing: $220,000,000 placed in the Trust Account
  • As of December 31, 2025: Trust Account balance approximately $228.1 million
  • Investments: U.S. Treasury obligations with maturities of 185 days or less, or money market funds meeting Rule 2a-7 criteria; funds may be moved to cash or deposit accounts if required to address potential Investment Company Act considerations
• Funds available (per financial statements)
  • Amount in Trust Account available for initial business combination: approximately $207.4 million
  • Net proceeds from the IPO and private placement not held in the Trust Account: approximately $208.15 million
• Working capital and liquidity
  • As of December 31, 2025, working capital deficit: approximately $1.206 million
  • The company expects to incur material costs in pursuing an initial business combination and may seek additional financing if required

Corporate and governance structure

• Sponsor and founder ownership
  • Sponsor holds approximately 20.5% of issued and outstanding ordinary shares, including Founder Shares
  • Founder Shares: 5,500,000 initially issued to the Sponsor (subject to subsequent forfeiture adjustments around the IPO)
  • Founders’ cash consideration for Founder Shares: $25,000 (adjusted by forfeitures; Sponsor’s aggregate effective price per Founder Share is nominal)
  • Founder Shares convert into Class A shares on a one-for-one basis at completion of the initial business combination (or earlier at the holder’s option)
• Private placement shares and rights
  • The 175,000 Private Placement Units include Private Placement Shares and Private Placement Rights
• Share classes
  • Class A Shares: public and future post-IPO issuance
  • Class B Shares: founder/sponsor shares; provide voting control prior to the initial business combination
• Board and governance
  • Sponsor can appoint all directors prior to completion of the initial business combination
  • Board is classified into three classes with staggered terms; Articles contain pre-combination governance provisions
  • Certain amendments to the Articles require supermajority approval (two-thirds or higher, depending on the provision)
  • Articles include provisions related to redeemable rights and pre-combination activities

Management and operations

• Current operations
  • The company has not commenced commercial operations and is not generating revenue
• Management
  • One officer: Boon Sim (CEO, CFO, and Chairman; Founder and managing partner of the Sponsor)
  • No full-time employees prior to the initial business combination
  • Management plans to devote the time necessary to complete an initial business combination

Target profile and strategy

• Primary strategy: identify and complete an initial business combination with a technology company that can benefit from the Sponsor’s network and operational expertise
• Investment criteria (high level)
  • Large addressable markets
  • Differentiated products or technology
  • Strong management or a platform to assemble a strong management team
  • Platform for add-on acquisitions
  • Defensible market position
  • Recurring revenue and strong free cash flow potential
  • Prospects to benefit from being a public company
• Potential focus areas: fintech, software, and technology-enabled services

Geographic and regulatory context

• Jurisdiction: Cayman Islands; the company may maintain or change its jurisdiction of incorporation
• Listing: Nasdaq
• Regulatory considerations: SEC SPAC rules, potential Investment Company Act implications, and Nasdaq listing requirements may affect the timing and cost of a transaction

Key risk and structural considerations

• No revenues and no operating history as an independent public company
• Substantial reliance on the Sponsor and management for identifying and completing a business combination
• Redemption mechanics permit public shareholders to redeem Class A Shares for cash
• Founders’ ownership and related-party interests create potential conflicts
• The company may seek extensions to the time to complete an initial business combination; if not extended, redemption and liquidation procedures apply
• Potential for dilution to public shareholders due to conversion of Founder Shares and issuance of additional equity in connection with a business combination
• The company may need additional financing if Trust Account funds are insufficient to complete a transaction

Principal office

3 Columbus Circle, Suite 1609, New York, NY 10019

Current status

Artius II Acquisition Corp is a SPAC focused on locating and closing a technology-oriented initial business combination. It has not generated revenue, has one officer, and is using the proceeds from its IPO and private placement to pursue an appropriate target.