Artius II Acquisition Inc. (AACB): Material Definitive Agreement and Nasdaq Delisting Notice – What Investors Need to Know

Key Developments:

• Entry into an Amended and Restated Working Capital Promissory Note with Sponsor
• Nasdaq Delisting Notice for Failure to Meet Public Holders Requirement

1. Amended and Restated Working Capital Promissory Note

Artius II Acquisition Inc. (the “Company”) has amended and restated its previous working capital promissory note with its sponsor, Artius II Acquisition Partners LLC. The amended note, dated March 27, 2026, allows the Company to borrow up to \$1,000,000 in aggregate principal amount. This note is unsecured and convertible, geared towards providing the Company with additional working capital as it continues its operations.

Key Terms:

• Principal Amount: Up to \$1,000,000
• Borrower: Artius II Acquisition Inc.
• Lender: Artius II Acquisition Partners LLC (the “Sponsor”)
• Note is unsecured and convertible
• Purpose: To provide additional working capital
• Execution Date: March 27, 2026

Implications for Shareholders: This financing arrangement is intended to ensure the Company has the necessary liquidity to meet its ongoing obligations and possibly pursue its business combination objectives. The fact that the note is “convertible” may have future implications for equity dilution, depending on the terms of conversion, which could affect shareholder value.

2. Nasdaq Delisting Notice: Ongoing Compliance Risk

A critical and potentially price-sensitive development is Artius II Acquisition Inc. receiving a notice from The Nasdaq Stock Market LLC on March 6, 2026. The notice states that the Company is out of compliance with Nasdaq Listing Rule 5452(a)(2)(A)—specifically, the requirement to maintain at least 300 public holders of its units and Class A ordinary shares listed on The Nasdaq Global Market.

Key Details:

• The Company is not in compliance with the “Public Holders Requirement.”
• This requirement is essential for continued listing on The Nasdaq Global Market.
• On March 17, 2026, the Company submitted a compliance plan to Nasdaq, outlining steps to regain compliance.

Potential Risks and Impact:

• If the Company fails to regain compliance, it could face delisting from Nasdaq. This would severely impact liquidity, marketability, and possibly the valuation of its securities.
• Delisting could also trigger default provisions in other agreements or reduce the Company’s ability to raise future capital.
• Shareholders should closely monitor any updates regarding Nasdaq’s decision on the Company’s compliance plan.

3. Current Securities Listed on Nasdaq

The following securities are currently registered and trading on The Nasdaq Stock Market LLC:

• Units: Each unit consists of one Class A ordinary share (\$0.0001 par value), one right to receive one-tenth of a Class A ordinary share, and one contingent right. Trading symbol: AACBU.
• Class A Ordinary Shares: Trading symbol: AACB.
• Rights (entitling the holder to receive one-tenth of a Class A ordinary share): Trading symbol: AACBR.

4. Company Status: Emerging Growth Company

Artius II Acquisition Inc. is identified as an “emerging growth company” under the U.S. securities laws, which allows certain reduced reporting and compliance obligations. The Company has not elected to use the extended transition period for complying with any new or revised financial accounting standards.

5. Executive Signatories

All agreements and filings are signed by Boon Sim, Chief Executive Officer of Artius II Acquisition Inc., and also as Managing Partner on behalf of the Sponsor, Artius II Acquisition Partners LLC.

What Should Investors Do?

This filing contains price-sensitive information:

• The amended working capital note provides vital liquidity but may result in equity dilution if converted.
• The Nasdaq delisting risk is a significant red flag. Investors should pay close attention to future updates on compliance, as failure to regain compliance could result in delisting and a sharp drop in share value.
• Shareholders should consider the implications of both increased leverage and potential delisting risk in their investment decisions.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should perform their own due diligence or consult with a qualified financial adviser before making investment decisions. The information is based on the Company’s filings and is subject to change without notice.

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