UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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

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(Exact name of registrant as specified in its charter)

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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)

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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:

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

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. ☐

 

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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.

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