Artius II Acquisition Inc.

Artius II Acquisition Inc. is a blank check company, or Special Purpose Acquisition Company (SPAC), incorporated on July 25, 2024, in the Cayman Islands, with the primary objective of effecting a business combination with one or more operating businesses ¹. The company explicitly stated its intention to focus on technology-enabled businesses, including those offering specific technology solutions, broader technology software and services, or financial services to companies of all sizes ². As of December 31, 2025, the company had not commenced any operations and had not generated any revenues, with its activities limited to organizational efforts, preparing for its Initial Public Offering (IPO), and identifying a suitable target for an initial business combination ³.

The company's core business model revolves around identifying and acquiring a target business, leveraging the expertise of its management team. It aims to generate attractive returns for shareholders and enhance value through operational improvements and new initiatives for organic or inorganic expansion of the acquired business ⁴. The company favors potential target businesses with long-term growth prospects, high barriers to entry, opportunities for consolidation, strong recurring revenues, sustainable operating margins, and attractive free cash flow characteristics ⁵. Revenue generation is not expected until after the completion of an initial business combination, with non-operating income currently derived from interest on marketable securities held in the Trust Account ⁶.

The company's strategy emphasizes several key themes in technology driving capital investment, including the need for continued commercial investment in technology for operations and growth, accelerating B2C and B2B connectivity via mobile, cloud, and other digital infrastructures, increasing digitization across all industries, and expanding use cases for recent technological developments such as data and analytics, new B2B solutions, artificial intelligence, machine learning, edge computing, Internet of Things, and 5G ⁷. While not constrained to specific sub-sectors, the company anticipates an emphasis on fintech, software, and business services due to continuing secular trends ⁸. The fintech sector, in particular, is noted for its innovation, driving business formation and financial investment, with over 4,500 venture capital, private equity, and M&A fintech deals in 2023 ⁹. Software is also highlighted for its attractive industry characteristics and growing demand across all industries, permeating horizontally within organizations ¹⁰. Lastly, tech-enabled services are seen as a growth area driven by technology becoming a cornerstone of modern industries, enhancing productivity and enabling new markets ¹¹.

For the fiscal year ended December 31, 2025, Artius II Acquisition Inc. reported a net income of $136,237 ¹². This was primarily composed of general and administrative expenses of $1,943,549 ¹³ and advisory fees of $6,000,000 ¹⁴, partially offset by significant interest income on marketable securities held in the Trust Account, amounting to $8,079,786 ¹⁵. The company had operating cash and cash equivalents of $32,193 ¹⁶ and marketable securities held in the Trust Account of $228,079,786 ¹⁷. Total assets were $228,283,251 ¹⁸. Total liabilities stood at $13,994,548 ¹⁹, including an advisory fee payable of $6,000,000 ²⁰ and a deferred underwriting fee of $6,600,000 ²¹. The company reported a working capital deficit of $1,205,642 ²² and an accumulated deficit of $13,791,651 ²³. Basic and diluted net income per ordinary share for redeemable Class A Shares was $0.01 ²⁴, and for non-redeemable Class A and B ordinary shares was also $0.01 ²⁵.

Comparing the year ended December 31, 2025, to the period from July 25, 2024 (inception) through December 31, 2024, the company transitioned from a net loss of $85,274 ²⁶ to a net income of $136,237 ²⁷. This shift is largely attributable to the $8,079,786 ²⁸ in interest income generated from the Trust Account in 2025, which was not present in the prior period. General and administrative expenses increased significantly from $85,274 ²⁹ in the inception period to $1,943,549 ³⁰ in 2025, reflecting increased activity as a public company. The advisory fee of $6,000,000 ³¹ was also incurred in 2025, contributing to the expenses.

During the reported period, the company completed its Initial Public Offering on February 14, 2025, selling 22,000,000 Public Units at $10.00 per unit, generating gross proceeds of $220,000,000 ³². Simultaneously, it completed the private sale of 175,000 Private Placement Units at $10.00 per unit, generating gross proceeds of $1,750,000 ³³. A total of $220,000,000 ³⁴ from these proceeds was placed in the Trust Account. Transaction costs related to the IPO amounted to $7,537,261 ³⁵, including a $250,000 ³⁶ cash underwriting fee, $6,600,000 ³⁷ deferred underwriting fee, and $687,261 ³⁸ in other offering costs. The company also repaid a promissory note to its Sponsor amounting to $135,165 ³⁹ on February 14, 2025 ⁴⁰.

Artius II Acquisition Inc. intends to use substantially all of the funds held in the Trust Account, including any interest earned (less income taxes payable), to complete its initial business combination ⁴¹. If share capital or debt is used as consideration for the business combination, the remaining proceeds in the Trust Account will be allocated as working capital to finance the operations of the target business, make other acquisitions, and pursue growth strategies ⁴². The company's management plans to address its current liquidity condition and the mandatory liquidation deadline of August 14, 2026, by successfully consummating an initial business combination ⁴³.

The company's growth strategy is entirely dependent on identifying and completing an initial business combination with a technology-enabled business that aligns with the experience of its Founder and board, and can benefit from their operational expertise and deal sourcing network ⁴⁴. While the company may pursue a target in any business or industry, it specifically intends to focus on technology-enabled businesses that directly or indirectly offer specific technology solutions, broader technology software and services, or financial services to companies of all sizes ⁴⁵. Key growth vectors identified include the need for continued commercial investment in technology, accelerating B2C and B2B connectivity via digital infrastructures, increasing digitization across all industries, and expanding use cases for recent technological developments such as data and analytics, new B2B solutions, artificial intelligence, machine learning, edge computing, Internet of Things, and 5G ⁴⁶. The company also sees significant innovation and investment opportunities in the fintech sector, with over 4,500 venture capital, private equity, and M&A fintech deals in 2023 ⁴⁷, and continued demand for software across all industries ⁴⁸. Tech-enabled services are also considered a secular growth trend ⁴⁹.

Operationally, the company expects to continue incurring significant costs in pursuit of its acquisition plans ⁵⁰. Its liquidity condition, marked by a working capital deficit of $1,205,642 ⁵¹ as of December 31, 2025, and the mandatory liquidation deadline of August 14, 2026 ⁵², raise substantial doubt about its ability to continue as a going concern ⁵³. Management plans to address this by raising additional capital through loans or investments from its Sponsor, stockholders, officers, directors, or third parties to meet working capital needs ⁵⁴. The company has an agreement to pay an affiliate of its Sponsor $25,000 per month for administrative services until the earlier of the completion of an initial business combination or its liquidation ⁵⁵.

Regarding capital allocation, the company has a deferred underwriting discount of $6,600,000 ⁵⁶ and an advisory fee of $6,000,000 ⁵⁷ payable to Santander US Capital Markets LLC upon the closing of an initial business combination. These amounts are held in the Trust Account and will be released upon completion of the business combination ⁵⁸. The Sponsor or affiliates may loan the company funds, up to $1,500,000 ⁵⁹, to finance transaction costs, which may be convertible into private placement shares of the post-initial business combination entity at a price of $10.00 per 1.1 shares ⁶⁰. The company does not intend to pay cash dividends prior to the completion of its initial business combination ⁶¹.

Management has explicitly flagged several structural headwinds and execution risks. The requirement to complete an initial business combination within the Completion Window (August 14, 2026, or February 14, 2027, if a definitive agreement is executed by August 14, 2026) may give potential target businesses leverage in negotiations and limit due diligence time ⁶². The ability of public shareholders to redeem their shares for cash may make the company's financial condition unattractive to potential targets, potentially hindering the completion of a desirable business combination ⁶³. Furthermore, a high redemption rate could dilute existing investments and necessitate additional dilutive equity issuances or higher-than-desirable debt ⁶⁴. The company also faces competition from other entities with similar business objectives, which may possess greater resources or local industry knowledge ⁶⁵.

Geopolitical and regulatory factors are also identified as constraints. Current global geopolitical conflicts and rising tensions, including the Russia-Ukraine conflict and the conflict in the Middle East and Southwest Asia, could materially adversely affect the search for and consummation of an initial business combination ⁶⁶. These conflicts may lead to market disruptions, volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks ⁶⁷. Changes in laws or regulations, particularly the SEC's new SPAC Rules, may increase costs and time needed to complete a business combination and could lead to the company being deemed an investment company under the Investment Company Act, imposing burdensome compliance requirements or restricting activities ⁶⁸.

The company faces several material risks, including its status as a blank check company with no operating history or revenues, making its ability to achieve its business objective uncertain ⁶⁹. There is a substantial doubt about the company's ability to continue as a going concern due to a working capital deficit of $1,205,642 ⁷⁰ as of December 31, 2025, and the mandatory liquidation deadline of August 14, 2026, if an initial business combination is not consummated ⁷¹. Public shareholders may not have an opportunity to vote on the proposed initial business combination, and even if a vote is held, the initial shareholders and management team, who own 20.5% ⁷² of the outstanding ordinary shares, have agreed to vote in favor, potentially overriding public shareholder sentiment ⁷³. The ability of public shareholders to redeem their shares for cash may make the company's financial condition unattractive to potential targets, and a high redemption rate could lead to substantial dilution for non-redeeming shareholders ⁷⁴. The company's limited time to complete an initial business combination (Completion Window ending August 14, 2026, or February 14, 2027, if a definitive agreement is executed) may give target businesses leverage in negotiations ⁷⁵. Conflicts of interest may arise due to the financial incentives of Santander US Capital Markets LLC, which is entitled to a deferred underwriting commission of $6,600,000 ⁷⁶ and an advisory fee of $6,000,000 ⁷⁷ upon completion of a business combination. Global geopolitical conflicts, such as the Russia-Ukraine conflict and the conflict in the Middle East and Southwest Asia, could materially adversely affect the search for a target and the operations of a combined business ⁷⁸. Changes in laws or regulations, particularly the SEC's new SPAC Rules, could increase costs, time, and potentially lead to the company being regulated as an investment company ⁷⁹. The nominal purchase price paid by the Sponsor for Founder Shares (approximately $0.004 per share ⁸⁰) could result in significant dilution to public shareholders upon a business combination, and the Sponsor is likely to make a substantial profit even if the trading price of public shares declines ⁸¹.

Management's overall tone emphasizes its commitment to identifying and completing a suitable initial business combination, leveraging the team's extensive experience in the technology sector. They highlight their belief that their Founder, Boon Sim, and board possess unique capabilities, including deep managerial expertise, a track record of acquisitions, proprietary sourcing channels, and an ongoing value creation toolkit focused on revenue enhancement and margin expansion. The strategic priorities are clearly centered on finding a profitable target business with sustainable growth and robust cash flow characteristics, specifically within the technology sector, with significant interest in fintech, software, and business services. Management explicitly states its plan to address the going concern uncertainty by successfully completing an initial business combination by the Completion Window deadline of August 14, 2026. They also indicate that the Sponsor or affiliates may provide loans up to $1,500,000 ⁸² to fund working capital needs or transaction costs, which may be convertible into private placement shares at $10.00 per 1.1 shares ⁸³.