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  4. [8-K] Artius II Acquisition Inc. Reports Material Event

Artius II Acquisition to liquidate and redeem shares

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Artius II Acquisition Inc. announced that its board determined it will not be able to complete an initial business combination within the timeframe set in its Amended and Restated Memorandum and Articles of Association and has decided to begin liquidating and dissolving the company under Cayman Islands law. The company will cease all operations other than winding up and will, as promptly as reasonably possible, redeem all outstanding Class A Public Shares from its IPO. Each Public Share will be redeemed for cash equal to the aggregate amount then held in the IPO Trust Account, including interest remaining after taxes and up to $100,000 of interest reserved for liquidation and dissolution expenses, divided by the number of Public Shares outstanding at that time. This redemption will fully extinguish Public Shareholders’ rights as shareholders, subject to provisions for creditor claims. The rights issued as part of the IPO units will not have redemption or liquidating distribution entitlements and will expire worthless.

Positive

  • None.

Negative

  • SPAC liquidation and dissolution after failing to complete a business combination within the required timeframe, ending the company’s acquisition strategy.
  • Public share rights extinguished as all Public Shares will be redeemed for trust cash, leaving no ongoing equity interest for Public Shareholders.
  • IPO rights expire worthless, with no redemption or liquidating distributions for the rights included in the original units.

Insights

Analyzing...

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Liquidation expense reserve $100,000 Portion of trust account interest that may be used to pay liquidation and dissolution expenses
initial business combination financial
"will not be able to consummate an initial business combination within the time period"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
Trust Account financial
"aggregate amount then on deposit in the trust account established in connection"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Public Shares financial
"redeem all of the outstanding Class A ordinary shares that were included in the units"
liquidating distributions financial
"no redemption rights or liquidating distributions with respect to the rights that were included"
Payments made to shareholders from a company’s remaining cash or asset sale proceeds when the business is being wound up or reorganized. Like splitting the money after selling a shared house, these distributions return investors’ capital (often after creditors are paid) rather than representing regular profit payouts, so they matter because they determine how much investors recover and can affect tax treatment and final investment value.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What did Artius II Acquisition Inc. (AACB) decide regarding its business combination plans?
The board determined Artius II Acquisition Inc. will not complete an initial business combination within the required period. Instead, it is beginning to liquidate and dissolve the company in accordance with its Amended Memorandum and Articles and Cayman Islands law.

What happens to AACB Public Shareholders’ Class A shares in the liquidation?
All outstanding Class A Public Shares will be redeemed for cash from the Trust Account. Each share receives its pro rata portion of the trust balance, including remaining interest after taxes and up to $100,000 for liquidation expenses, fully extinguishing shareholder rights.

How is the AACB Trust Account used to redeem Public Shares?
The cash per Public Share equals the aggregate amount then in the Trust Account, including interest not previously released, minus taxes and up to $100,000 of interest for liquidation costs, divided by the number of outstanding Public Shares at the time of redemption.

What is the impact on AACB rights issued in the IPO units?
The rights that were included in the IPO units will not receive redemption rights or liquidating distributions. These rights will expire worthless once the liquidation and redemption process is completed.

Will AACB continue normal operations during the liquidation process?
No. The company stated it will cease all operations except those necessary for winding up. Activities will focus on redeeming Public Shares, addressing creditor claims under Cayman Islands law, and completing the dissolution process.

Are AACB creditor claims considered before Public Shareholder redemptions?
The company noted that redemptions are subject to its obligations under Cayman Islands law to provide for creditor claims. All actions must also comply with other applicable legal requirements during the winding-up process.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 13, 2026

ARTIUS II ACQUISITION INC.
(Exact name of registrant as specified in its charter)

Cayman Islands
 1-42521
98-1802901
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

3 Columbus Circle, Suite 1609
New York, NY 10019
(Address of principal executive offices, including zip code)
(212) 309-7668
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, one right to receive one tenth of one Class A ordinary share, and one contingent right
AACBU
The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share
AACB
The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one tenth of one Class A ordinary share
AACBR
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Item 8.01.
Other Events.

On August 13, 2026, the board of directors of Artius II Acquisition Inc. (the “Company”) determined that the Company will not be able to consummate an initial business combination within the time period required by the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended Memorandum and Articles”) and decided to begin the process of liquidating and dissolving the Company in accordance with the Amended Memorandum and Articles and Cayman Islands law. In connection therewith, the Company will (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible, redeem all of the outstanding Class A ordinary shares that were included in the units issued in the Company’s initial public offering (the “Public Shares,” and the holders of such Public Shares, the “Public Shareholders”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the Company’s initial public offering (the “Trust Account”), including interest earned on the Trust Account and not previously released to the Company (net of taxes payable and up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject in the case of clause (ii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the rights that were included in the units issued in the Company’s initial public offering, which will expire worthless.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
ARTIUS II ACQUISITION INC.
   
Date: August 13, 2026
/s/ Boon Sim
 
Name: Boon Sim
 
Title: Chief Executive Officer


Source: View Original Filing on SEC EDGAR

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