artius ii acquisition inc-a 2025年季度报告

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 par value, issued and outstanding. Cash Flows from Operating Activities:$(5,068,049) Interest earned on cash and marketable securities held in Trust Account(1,073,439)Changes in operating assets and liabilities:Prepaid expenses(238,314)Long-term prepaid insurance(126,122)Accrued expensesAdvisory fee payable6,000,000Net cash used in operating activities(518,215 Cash Flows from Financing Activities:Proceeds from sale of Units, net of underwriting discounts paid219,750,00 Payment of offering costsNet cash provided by financing activities220,874,34 Net change in cashCash and cash equivalent, beginning of the period Noncash investing and financing activities:Offering costs included in accrued offering costs$Deferred offering costs paid through promissory note – related party$ 4 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSArtius II Acquisition Inc. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July25, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,share purchase, reorganization or similar business combination withone or more businesses (a “Business Combination”). TheCompany has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged The Company’s sponsor is Artius II Acquisition Partners LLC, a Delaware limited liability company (the “Sponsor”). The registrationstatement for the Company’s Initial Public Offering was declared effective on February 12, 2025. On February 14, 2025, the Companyconsummated the Initial Public Offering of22,000,000units (the “Units”), which included the partial exercise by the underwriter of its thereof to receiveone tenth(1/10) ofoneClass A ordinary share upon the consummation of an initial Business Combination (a “PublicRight”) andonecontingent right (a “Contingent Right”) to receive a pro rata share of1,100,000Class A ordinary shares (the“distributable shares”). The distribution of the distributable shares will occur substantially concurrently with the closing of an initialBusiness 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 entitling the holder thereof to receiveone tenth(1/10) ofoneClass A ordinary share upon the consummation of an initial BusinessCombination (each, a “private placement right”). and $687,261of other offering costs.The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial PublicOffering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied towardconsummating a Business Combination (less deferred underwriting commissions). Business Combination, the Company will obtain an opinion from an independent investment banking firm or another independententity that commonly renders valuation opinions with respect to the satisfaction of such criteria. There is no assurance that theCompany 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($10.00per Unit) from the netproceeds 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 allow redemption in connection with the initial Business Combination or to redeem100% of the Company’s Public Shares if theCompany has not consummated an initial Business Combination within the Completion Window or (B) with respect to any othermaterial provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the TrustAccount could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the 5 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 initialBusiness Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seekshareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in itsdiscretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the Trust Account calculated as oftwobusinessdaysprior to the consummation of the initial BusinessCombination, including interest earned on the funds held in the Trust Account (l