Artius II Acquisition Inc. 8-K

What Happened

• Artius II Acquisition Inc. filed an 8-K on March 6, 2026 reporting that it issued a convertible, unsecured Working Capital Promissory Note of up to $1,000,000 to its sponsor, Artius II Acquisition Partners LLC, to provide additional working capital. The note does not accrue interest and is payable on the earlier of the company’s initial business combination, liquidation, or an Event of Default. The sponsor may elect to convert unpaid principal into Class A ordinary shares (Private Placement Shares) of the company or the surviving company upon the same trigger events.

Key Details

• Amount: up to $1,000,000 principal issued March 6, 2026 to Artius II Acquisition Partners LLC (the Sponsor).
• Conversion formula: number of Private Placement Shares = (unpaid principal ÷ $10.00) × 1.1, rounded up to the nearest whole share.
• Interest and payment triggers: no interest accrues; payable or convertible upon (i) closing of initial business combination, (ii) liquidation, or (iii) an Event of Default.
• Nasdaq notice: on March 4, 2026 the company received a notice that it is not in compliance with Nasdaq Listing Rule 5452(a)(2)(A) for failing to maintain at least 300 public holders; the company has 45 days to submit a compliance plan and may have up to 180 days to regain compliance.

Why It Matters

• The promissory note provides immediate working capital from the sponsor without interest, which can help the company fund operations or pursue a business combination before other financing is arranged.
• The note’s conversion feature can result in issuance of Private Placement Shares based on a defined formula, which would increase the sponsor’s equity stake and dilute other shareholders if conversion occurs.
• The Nasdaq notice is material: failure to regain compliance could lead to delisting if not cured within the allowed cure period. The company said it plans to file a compliance plan within the required timeframe.