Artius II Acquisition Inc-A 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025 ☐orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to ___________ ARTIUS II ACQUISITION INC. (Exact name of registrant as specified in its charter) 3 Columbus Circle, Suite 1609New York, NY 10019(Address of principal executive offices, including zip code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.☒ Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒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 standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☒No☐ The aggregate market value of voting stock held by non-affiliates of the registrant on June 30, 2025, based on the closing price of $10.12 for shares of the registrant’s common stock as reported by TheNasdaq Stock Market LLC, was approximately $222.6 million. As of March 18, 2026, there were 22,175,000 shares of Class A ordinary shares, $0.0001 par value and 5,500,000 Class B ordinary shares, $0.0001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE ARTIUS II ACQUISITION INC.FORM 10-KTABLE OF CONTENTSCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSiiPART I1ITEM 1. BUSINESS1ITEM 1A. RISK FACTORS5ITEM 1B. UNRESOLVED STAFF COMMENTS47ITEM 1C. CYBERSECURITY47ITEM 2. PROPERTIES47ITEM 3. LEGAL PROCEEDINGS47ITEM 4. MINE SAFETY DISCLOSURES47PART II48ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES48ITEM 6. [RESERVED.]49ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.49ITEM 7.A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.52ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA52ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.52ITEM9A. CONTROLS AND PROCEDURES.52ITEM 9B. OTHER INFORMATION53ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS53PART III54ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE54ITEM 11. EXECUTIVE COMPENSATION59ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS60ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE61ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES63PART IV64ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES64ITEM 16. FORM 10-K SUMMARY65SIGNATURESF-19-i- CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS Some of the statements contained in this Form 10-K may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limitedto, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or othercharacterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “expect,” “believe,” “anticipate,”