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Artius II Acquisition Inc. amended a $1,000,000 convertible working capital promissory note previously issued to its sponsor so that it is no longer convertible into equity and is now payable solely in cash. The company also submitted a plan to Nasdaq to address its shortfall in the required number of public holders of its units and Class A ordinary shares. Nasdaq accepted this plan and granted an extension until August 31, 2026 for Artius II to regain compliance, but the company warns there is no assurance it will succeed and its securities could face delisting if it fails to meet the continued listing standards.
Artius II Acquisition Inc. reported two key developments. First, on March 6, 2026 it issued a convertible, unsecured working capital promissory note of up to $1,000,000 to its sponsor to fund ongoing expenses. The note bears no interest and is repayable upon the earlier of an initial business combination, liquidation, or an event of default.
At the sponsor’s election, the unpaid principal may convert into Class A ordinary shares ("Private Placement Shares") of the company or the surviving business combination company, based on the formula: principal divided by $10.00, multiplied by 1.1, rounded up. Separately, on March 4, 2026 Nasdaq notified the company that it is not in compliance with Listing Rule 5452(a)(2)(A) because it lacks the required minimum 300 public holders of its units and Class A ordinary shares on The Nasdaq Global Market. The notice does not immediately affect the listing, and the company has 45 days to submit a compliance plan and may have up to 180 days to regain compliance.
HGC Investment Management Inc., a Canadian investment manager, reported beneficial ownership of 1,500,000 shares of Artius II Acquisition Inc. Class A common stock as of December 31, 2025, representing 6.76% of the class.
The shares are held on behalf of The HGC Fund LP, which has the right to receive dividends and sale proceeds. HGC reports sole voting and dispositive power over these shares and certifies they are held in the ordinary course of business, not to change or influence control of Artius II Acquisition Inc.
Polar Asset Management Partners Inc. filed an amended Schedule 13G reporting beneficial ownership of 812,332 Class A ordinary shares of Artius II Acquisition Inc., representing 3.6% of the class as of 12/31/2025.
Polar, a Canadian investment adviser, holds sole voting and dispositive power over these shares, which are directly held by Polar Multi-Strategy Master Fund. The filing states the securities were acquired and are held in the ordinary course of business, not to change or influence control of Artius II Acquisition Inc.
Healthcare of Ontario Pension Plan Trust Fund (HOOPP) filed an amended Schedule 13G reporting its beneficial ownership of Artius II Acquisition Inc. Class A ordinary shares. HOOPP holds 850,000 Class A shares, representing 3.8% of this share class, based on 22,175,000 shares outstanding as of November 6, 2025.
HOOPP reports sole voting and dispositive power over all 850,000 shares and no shared power. It certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Artius II Acquisition Inc.