Artius II Acquisition Inc. 8-K

What Happened Artius II Acquisition Inc. announced on March 27, 2026 that it amended and restated a previously issued working capital promissory note to its sponsor, removing the note’s conversion feature so the note is now payable solely in cash. Separately, the company notified investors that Nasdaq found it noncompliant for failing to maintain a minimum of 300 public holders; Nasdaq accepted the company’s plan and granted an extension to regain compliance through August 31, 2026.

Key Details

• Amended note: Original Working Capital Promissory Note up to $1,000,000 issued to Artius II Acquisition Partners LLC (the Sponsor) was amended and restated on March 27, 2026 to eliminate conversion rights and make it payable only in cash.
• Nasdaq noncompliance: Nasdaq cited Listing Rule 5452(a)(2)(A) for failure to maintain at least 300 public holders; notice received March 6, 2026.
• Cure plan and extension: Company submitted a plan on March 17, 2026; Nasdaq accepted the plan on March 23, 2026 and extended the compliance deadline to August 31, 2026.
• Potential outcomes: If compliance isn’t regained by August 31, 2026 (or another Nasdaq standard isn’t met), Nasdaq could initiate delisting proceedings; the company may appeal and request a hearing, which would stay delisting actions pending the process.

Why It Matters The amended note removes a potential path to convert debt into equity, which limits dilution risk for existing shareholders but increases the company’s cash repayment obligations tied to the sponsor (up to $1 million). The Nasdaq notice and granted extension highlight a material listing risk—failure to restore the required number of public holders could lead to delisting, which typically reduces liquidity and can negatively affect share value. Investors should watch for updates on the company’s execution of its Nasdaq compliance plan and for any disclosures about how the cash-only note will be repaid or funded.