Artius II Acquisition Inc. - 2025年季度报告

ARTIUS II ACQUISITION INC. (Exact Name of Registrant as Specified in Its Charter) 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 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As ofMay 7, 2025, there were23,650,000Class A ordinary shares, $0.0001 par value and5,750,000Class B ordinary shares, $0.0001par value, issued and outstanding. Part I. Financial Information ARTIUS II ACQUISITION INC.CONDENSED STATEMENT OF OPERATIONS Other income:Interest earned on cash and marketable securities held in Trust Account Net loss ARTIUS II ACQUISITION INC.NOTES TO CONDENSED FINANCIAL STATEMENTS 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 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 As of March 31, 2025, the Company had not commenced any operations. All activity for the period from July 25, 2024 (inception)through March 31, 2025 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is describedbelow, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will notgenerate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates 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 itsover-allotment option in the amount of2,000,000Units, at $10.00per Unit, generating gross proceeds of $220,000,000. Each Unitconsists of one Class A ordinary share of the Company, par value $0.0001per share (a “Public Share”),oneright entitling the holderthereof 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 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of175,000privateplacement units (the “Private Placement Units”) at a price of $10.00per Private Placement Unit, generating gross proceeds of$1,750,000. Each Private Placement Unit consists ofoneClass A ordinary share (each, a “private placement share”) andoneright Transaction costs amounted to $7,537,261, consisting of $250,000of cash underwriting fee, $6,600,000of deferred underwriting fee 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 toward The Company’s Business Combination must be withoneor more target businesses that together have a fair market value equal to atleast80% 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 anagreement to enter into a Business Combination. The board of directors will make the determination as to the fair market