ARTIUS II ACQUISITION INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(MARK ONE)
For the quarter ended
June 30,
2025
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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)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
(
212
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309-7668
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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The
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The
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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
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No
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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
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No
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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.
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Large accelerated filer
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Accelerated filer
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Smaller reporting company
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Emerging growth company
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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.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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As of August 6, 2025, there were
23,650,000
Class A ordinary shares, $0.0001 par value and
5,750,000
Class B ordinary shares, $0.0001 par value, issued and outstanding.
ARTIUS II ACQUISITION INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025
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ARTIUS II ACQUISITION INC.
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June 30,
2025
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December 31,
2024
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(unaudited)
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Assets:
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Cash and cash equivalents
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$ |
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$ |
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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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Deferred offering costs
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Cash and marketable securities held in Trust Account
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Total Assets
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$ |
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$ |
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Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’
Deficit:
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Accrued expenses
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$ |
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$ |
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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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Class A ordinary shares subject to possible redemption,
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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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(
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(
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Total Shareholders’ Deficit
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(
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(
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Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’
Deficit:
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$ |
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$ |
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The accompanying notes are an integral part of the unaudited condensed financial statements.
ARTIUS II ACQUISITION INC.
(UNAUDITED)
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For the
Three
Months Ended June 30, 2025 |
For the
Six
Months Ended June 30, 2025 |
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General and administrative expenses
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$ |
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$ |
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Advisory fee
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Loss
from operations
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(
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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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$ |
(
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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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$ |
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$ |
(
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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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$ |
(
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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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$ |
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$ |
(
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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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$ |
(
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The accompanying notes are an integral part of the unaudited condensed financial statements.
ARTIUS II ACQUISITION INC.
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 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, 2024
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$ |
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$ |
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$ |
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$ |
(
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Sale of private placement units
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— |
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Fair value of rights included in public units
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— |
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Fair value of contingent rights included in public units
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— |
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Allocated value of transaction costs to share rights
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— |
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― |
(
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Forfeiture of founder shares
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— |
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(
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(
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Accretion for Class A ordinary shares to redemption amount
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— |
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— |
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(
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Net loss
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— |
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— |
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(
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Balance — March 31, 2025 (unaudited)
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(
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(
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Accretion for Class A ordinary shares to redemption amount
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— |
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— |
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Net income
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— |
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— |
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Balance — June 30, 2025 (unaudited)
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$ |
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$ |
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$ |
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$ |
(
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The accompanying notes are an integral part of the unaudited condensed financial statements.
ARTIUS II ACQUISITION INC.
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
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Cash Flows from Operating Activities:
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Net loss
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$ |
(
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Adjustments to reconcile net 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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(
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Long-term prepaid insurance
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(
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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 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 and cash equivalents, beginning of the period
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Cash and cash equivalents, end of the period
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$ |
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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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$ |
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Deferred offering costs paid through promissory note — related party
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$ |
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Deferred underwriting fee payable
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$ |
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Forfeiture of founder shares
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$ |
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The accompanying notes are an integral part of the unaudited condensed financial statements.
ARTIUS II ACQUISITION INC.
JUNE 30, 2025
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Artius II Acquisition Inc. (the “Company”) 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 (a “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.
As of June 30, 2025, the Company had not commenced any operations. All activity for the period from July 25, 2024 (inception) through June 30, 2025 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 a 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 (the “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 “Public Share”),
one
right entitling the holder thereof to receive
(1/10) of
one
Class A ordinary 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 ordinary 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 Business Combination merger agreement (the “distribution time”) under certain circumstances, concurrently with the forfeiture by the Sponsor of an equal number of Class B ordinary shares (“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 ordinary share (each, a “private placement share”) and
one
right entitling the holder thereof to receive
(1/10) of
one
Class A ordinary share upon the consummation of an initial Business Combination (each, a “private placement right”).
Transaction costs amounted to $
7,537,261
, consisting of $
250,000
of cash underwriting fee, $
6,600,000
of deferred underwriting fee and $
687,261
of other offering costs.
The Company’s management has broad 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 a Business Combination (less deferred underwriting commissions).
The Company’s 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 a 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 a 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 which 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 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 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 will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares (as defined above) if the Company is unable to complete the initial Business Combination within
18
months from the closing of the Initial Public Offering (or
24
months from the closing of this offering if the Company has executed a definitive agreement for an initial Business Combination within
18
months from the closing of the Initial Public Offering) or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), 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 amended and restated memorandum and articles of association 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 Company’s public shareholders.
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
The Company will provide the Company’s 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 the 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.
The
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 amended and restated
memorandum and articles of association; (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 Business Combination) in
favor of the initial Business Combination.
The Company’s 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 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 the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.
Liquidity, Capital Resources and Going Concern
As of June 30, 2025, the Company had operating cash and cash equivalents of $
240,391
and a working capital surplus of $
302,460
. 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 a Business Combination.
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
In
connection with the Company’s assessment of going concern considerations in
accordance with ASC 205-40, “Going Concern,” as of June 30, 2025, the Company
may need to raise additional capital through loans or additional investments
from its Sponsor, stockholders, officers, 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. The Company’s liquidity condition
raises substantial doubt about the Company’s ability to continue as a going
concern for a period of time within
one year
after the date that the
accompanying condensed financial statements are issued. Management plans to
address this uncertainty through a Business Combination.
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 prospectus for its Initial Public Offering as filed with the SEC on February 14, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on February 24, 2025. The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 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 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 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 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 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 $
37,942
and $
0
in cash and $
202,449
and $
0
cash equivalents as of June 30, 2025 and December 31, 2024, respectively.
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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, 2025, $
223,340,828
was invested in a U.S. Treasury Securities and $
486
was held in cash.
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 ordinary shares and rights by allocating Initial Public Offering proceeds first to assigned value of the rights and then to the Class A ordinary 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.
Transaction costs amounted to $
7,537,261
, consisting of $
250,000
of cash underwriting fee, $
6,600,000
of deferred underwriting fee and $
687,261
of other offering costs.
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, 2025, there were
no
unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
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.
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Net Income (Loss) per Ordinary 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 (loss) 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.
The
Company’s condensed statements of operations includes a presentation of income
(loss) per share for ordinary shares subject to possible redemption in a manner
similar to the two-class method of income (loss) per 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 share, basic and diluted, for
Class A and Class B non-redeemable ordinary shares is calculated by dividing
the net income (loss), adjusted for 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 period. Class A and Class B
non-redeemable ordinary shares include the founder shares, as these shares do
not have any redemption features and do not participate in the income earned on
the Trust Account.
The following table reflects 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, 2025 |
For the Six Months Ended
June 30, 2025 |
||||||||||||||
|
Redeemable
Class A
Ordinary Shares |
Non-
Redeemable
Class A
and B
Ordinary Shares |
Class A
Redeemable Ordinary Shares |
Non-
Redeemable
Class A
and B
Ordinary
Shares
|
||||||||||||
|
Basic net income (loss) per share:
|
|||||||||||||||
|
Numerator:
|
|||||||||||||||
|
Allocation of net income (loss)
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | |||||
|
Denominator:
|
|||||||||||||||
|
Basic weighted-average shares
outstanding
|
|
|
|
|
|||||||||||
|
Basic net income (loss) per ordinary
share
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | |||||
|
For the Three Months
Ended June 30, 2025 |
For the Six Months Ended
June 30, 2025 |
||||||||||||||
|
Redeemable
Class A
Ordinary Shares |
Non-
Redeemable
Class A
and B
Ordinary Shares |
Class A
Redeemable Ordinary
Shares
|
Non-
Redeemable
Class A
and 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 Ordinary 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, 2025, Class A ordinary 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 sheet.
As of June 30, 2025, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:
|
Gross proceeds
|
$ |
|
||
|
Less:
|
||||
|
Proceeds allocated to Public Rights and Contingent Rights
|
(
|
) | ||
|
Class A ordinary shares issuance cost
|
(
|
) | ||
|
Plus:
|
||||
|
Remeasurement of carrying value to redemption value
|
|
|||
|
Class A ordinary shares subject to possible redemption, March 31, 2025
|
$ |
|
||
|
Plus:
|
||||
|
Remeasurement of carrying value to redemption value
|
|
|||
|
Class A ordinary shares subject to possible redemption, June 30, 2025
|
$ |
|
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(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 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 ordinary share,
one
right entitling the holder thereof to receive
(1/10) of
one
Class A ordinary 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 the Sponsor of an equal number of founder shares.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the 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.
The 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 amended and restated memorandum and articles of association (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, the 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 the Sponsor. Subsequently, in October 2024, the Sponsor forfeited an aggregate of
1,437,500
founder shares, such that the Sponsor owned an aggregate of
5,750,000
founder shares. Following and as a result of that forfeiture of founder shares, the 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 the 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 ordinary 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 ordinary 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 ordinary 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.
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Administrative Services Agreement
The Company entered into an agreement with the Sponsor, commencing on February 14, 2025 through the earlier of the Company’s consummation of a Business Combination and 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 and six months ended June 30, 2025, the Company incurred and paid $
75,000
and $
112,500
in fees for these services, respectively.
Promissory Note — Related Party
The 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 consummates 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 February 14, 2025, the Company repaid the outstanding balance of the note amounting to $
135,165
. No further borrowings under the note are available.
Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the 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 a Business Combination, the Company would repay the Working Capital Loans. In the event that a 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-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. There are
no
Working Capital Loans outstanding as of February 14, 2025. As of June 30, 2025, there were
no
amounts outstanding under the Working Capital Loans.
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 escalation of the Israel-Hamas conflict. 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 escalation of the Israel-Hamas conflict 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 Israel-Hamas conflict 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 ordinary 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 the 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.
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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.
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.
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, 2025 and December 31, 2024, there were
no
preference shares issued or outstanding.
Class A Common Stock
— The Company is authorized to issue a total of
400,000,000
Class A ordinary shares at par value of $
0.0001
each. At June 30, 2025, there were
175,000
Class A ordinary shares issued or outstanding, excluding
22,000,000
shares subject to possible redemption. At December 31, 2024, there were
no
Class A ordinary shares issued or outstanding.
Class B Common Stock
— The Company is authorized to issue a total of
50,000,000
Class B ordinary shares at par value of $
0.0001
each. On July 31, 2024, the Company issued
7,187,500
Class B ordinary shares to the Sponsor for $
25,000
, or approximately $
0.003
per share. Subsequently, in October 2024, the Sponsor forfeited an aggregate of
1,437,500
founder shares, such that the Sponsor owned an aggregate of
5,750,000
founder shares. Following and as a result of that forfeiture of founder shares, the 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 it’s over-allotment option, the Sponsor forfeited
250,000
founder shares and there were
5,500,000
Class B ordinary shares issued and outstanding. At June 30, 2025 and December 31, 2024, there are
5,500,000
and
5,750,000
Class B ordinary shares issued and outstanding, respectively.
The founder shares will automatically convert into Class A ordinary shares in connection with the consummation of the 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 ordinary 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 ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate,
20
% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriter’s over-allotment option and excluding the Class A ordinary shares underlying the shares underlying the private placement units issued to the Sponsor), plus (ii) all Class A ordinary 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 the Sponsor or any of its affiliates or to officers or directors upon conversion of Working Capital Loans); provided, that the distributable shares and the Sponsor’s forfeiture of a number of Class B ordinary 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 ordinary shares and Class B ordinary shares
are entitled to
one
vote for each share held on all matters to be voted on by
shareholders. Unless specified in the amended and restated memorandum and
articles of association or as required by the Companies Act or stock exchange
rules, an ordinary resolution under Cayman Islands law and the amended and
restated memorandum and articles of association, which requires the affirmative
vote of at least a simple majority 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 is generally required to
approve any matter voted on by the Company’s shareholders. Approval of certain
actions require a special resolution under Cayman Islands law, which (except as
specified below) requires the affirmative vote of at least 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, and
pursuant to the Company’s amended and restated memorandum and articles of
association, such actions include amending the amended and restated memorandum
and articles of association and approving a statutory merger or consolidation
with another company. There is no cumulative voting with respect to the
appointment of directors, meaning, following the Company’s initial Business
Combination, the holders of more than
50
% of the ordinary shares voted for the
appointment of directors can appoint all of the directors. Prior to the
consummation of the initial Business Combination, only holders of the Class B
ordinary 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 ordinary shares will not be entitled to vote on these
matters during such time. These provisions of the amended and restated
memorandum and articles of association 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 the 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.
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
Rights
Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive
(1/10) of one Class A ordinary share upon consummation of the initial Business Combination, even if the holder of a Public Right redeemed all Class A ordinary shares held by him, her or it in connection with the initial Business Combination or an amendment to the amended and restated memorandum and articles of association 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 ordinary share underlying each right upon consummation of the Business Combination. 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 ordinary shares upon consummation of an initial Business Combination. The Class A ordinary 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 a 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 ordinary shares will receive in the transaction on an as-converted into Class A ordinary shares basis.
The Company will not issue fractional Class A ordinary 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 ordinary shares for all of their rights upon closing of a 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.
|
As of June 30, 2025, assets held in the Trust Account were comprised of $
486
in cash and $
223,340,828
invested in U.S. Treasury Bills.
|
Held
to Maturity
|
Level
|
Amortized
Cost |
Unrealized
Gain (Loss) |
Fair Value
|
|||||||||||
|
June
30, 2025
|
|||||||||||||||
|
U.S. Treasury Securities (Matures on
08/28/25)
|
1 | $ |
|
$ |
(
|
) | $ |
|
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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 Public Rights:
|
February
14, 2025 |
||||
|
Trade price of Unit
|
$ |
|
||
|
Stock price
|
$ |
|
||
|
Market adjustment(1)
|
|
% | ||
|
Fair value per right
|
$ |
|
||
(1)
The Contingent 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 Contingent Rights:
|
February
14, 2025 |
||||
|
Stock price
|
$ |
|
||
|
Market adjustment(1)
|
|
% | ||
|
Fair value per right
|
$ |
|
||
(1)
Market adjustment reflects additional factors not fully captured by low volatility selection, which may include the likelihood of a Business Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of stock price prior to beginning of the exercise period. The adjustment is determined by comparing traded right prices to simulated model outputs.
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 CODM, or group, 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 (loss) that also is reported on the condensed statements
of operations as net income (loss). 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 (loss) and total assets,
which include the following:
|
June 30,
2025 |
||||
|
Trust Account
|
$ |
|
||
|
Cash and cash equivalents
|
$ |
|
||
|
For the Three
Months Ended June 30, 2025 |
For the Six
Months Ended June 30, 2025 |
||||||||
|
General, administrative costs
|
$ |
|
$ |
|
|||||
| Advisory fee | $ |
|
$ |
|
|||||
|
Interest earned on cash and marketable securities held in Trust Account
|
$ |
|
$ |
|
|||||
The CODM reviews interest earned on cash 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.
ARTIUS II ACQUISITION INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a 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 condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net loss are reported on the condensed 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 the “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 Proposed Business Combination (as defined below), 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 Proposed 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 final prospectus for its Initial Public Offering and the Current Report on Form 8-K filed with the SEC on February 14, 2025 and February 21, 2025, respectively. 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 from July 25, 2024 (inception) through June 30, 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, 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, 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 ordinary 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 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, 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, 2025, we had marketable securities held in the Trust Account of $223,400,035 (including approximately $3,400,035 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, the 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.
As of June 30, 2025, the Company had operating cash and cash equivalents of $240,391 and a working capital surplus of $302,460. 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 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, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, 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. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying financial statements are issued. Management plans to address this uncertainty through a Business Combination.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025. 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 Ordinary 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
We apply the two-class method in calculating earnings per 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 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 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, 2025, 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 2025 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 final prospectus for the Initial Public Offering and the Current Report on Form 8-K filed with the SEC on February 14, 2025 and February 21, 2025, respectively. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for the Initial Public Offering filed with the SEC.
On February 14, 2025, the Company consummated the Initial Public Offering of 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 $10.00 per Unit, generating gross proceeds of $220,000,000. Each Unit consists of one Class A ordinary share, one right entitling the holder thereof to receive one tenth (1/10) of one Class A ordinary 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 the Sponsor of an equal number of founder shares. Santander US Capital Markets LLC acted as sole underwriter of the Initial Public Offering. The securities in the offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (No. 333-283020). The SEC declared the registration statement effective on February 12, 2025.
Simultaneously with the closing of the Initial Public Offering, the Company 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. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Units have terms and provisions that are identical to those of the public units. The Private Placement Units (including the private placement shares, private placement rights and private placement shares issuable upon conversion of such rights) will not be transferable, assignable or saleable until 30 days after the completion of the initial Business Combination (except, among other limited exceptions as described in the final prospectus for the Initial Public Offering, to the Company’s officers and directors and other persons or entities affiliated with the Sponsor). The Private Placement Units do not include any Contingent Rights.
We paid a total of $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 a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
None
None
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| No. | Description of Exhibit | |
| 31.1* | 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 | |
| 31.2* | 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 | |
| 32.1* | 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 | |
| 32.2* | 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 | |
| 101.INS* | 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). | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
|
*
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.
|
|
ARTIUS II ACQUISITION INC.
|
|
|
|
|
|
|
Date: August 6, 2025
|
By:
|
/s/ Boon Sim
|
|
|
Name:
|
Boon Sim
|
|
|
Title:
|
Chief Executive Officer and Chairman
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date: August 6, 2025
|
By:
|
/s/ Boon Sim
|
|
|
Name:
|
Boon Sim
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
20
TABLE OF CONTENTS
Part I - Financial InformationItem 1. Interim Financial StatementsNote 1. Description Of Organization and Business OperationsNote 2. Summary Of Significant Accounting PoliciesNote 3. Public OfferingNote 4. Private PlacementNote 5. Related Party TransactionsNote 6. CommitmentsNote 7. Shareholders DeficitNote 8. Fair Value MeasurementsNote 9. Segment InformationNote 10. Subsequent EventsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II - Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits