Artius II Acquisition (AACB) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Artius II Acquisition Partners LLC

(Last) (First) (Middle)

3 COLUMBUS CIRCLE, 15TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/12/2025

3. Issuer Name and Ticker or Trading Symbol
Artius II Acquisition Inc. [ AACB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	175,000(1)	D(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(2)	(2)	Class A Ordinary Shares	5,750,000(3)(4)(5)	(2)	D(7)
Rights	(6)	(6)	Class A Ordinary Shares	17,500(6)	(6)	D(7)

Explanation of Responses:

1. Includes 175,000 Class A ordinary shares underlying the private placement units ("Private Placement Units"), which were acquired by the Reporting Person in a private placement taking place simultaneously with the issuer's initial business combination. Each Private Placement Unit consists of one Class A ordinary share and one right entitling the holder thereof to receive one tenth (1/10) of one Class A ordinary share.

2. As described in the issuer's registration statement on Form S-1 (File No. 333-283020) (the "Registration Statement") under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date.

3. 5,750,000 represents the number of Class B ordinary shares beneficially owned by the Reporting Person as of the filing date of this Form 3. The Class B ordinary shares convert into Class A ordinary shares at a ratio such that the number of Class A ordinary shares issuable upon conversion of the Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the issuer's initial public offering (including any Class A ordinary shares issued pursuant to the underwriter's over-allotment option and excluding the shares underlying the Private Placement Units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the issuer's initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the issuer's (continues in footnote no. 4)

4. initial business combination and any private placement-equivalent shares issued to the Reporting Person or any of its affiliates or to the issuer's officers or directors upon conversion of working capital loans); provided, that the distributable shares, as defined in the Registration Statement, and the Reporting Person's forfeiture of a number of Class B ordinary shares equal to the number of distributable shares will be disregarded for purposes of this adjustment.

5. The Class B ordinary shares include (i) up to 750,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option and (ii) 1,000,000 (or 1,150,000 if the underwriter's over-allotment option is exercised in full) shares that are subject to forfeiture concurrently with the distribution of distributable shares, in each case as described in the Registration Statement.

6. Representing 17,500 Class A ordinary shares underlying the Private Placement Units. As of the date of this filing, the Reporting Person beneficially owns 175,000 rights. Each right is automatically exchangeable for one tenth (1/10) of one Class A ordinary share upon the completion of the issuer's initial business combination.

7. Boon Sim is the sole member of Aecus II Partners LLC, which is the managing partner of Artius II Acquisition Partners LLC and exercises voting and investment power with respect to the Class B ordinary shares and the Class A ordinary shares underlying the private placement units in each case held by Artius II Acquisition Partners LLC. Due to the nature of this relationship, the shares beneficially owned by Artius II Acquisition Partners LLC may also be deemed to be beneficially owned by Mr. Sim.

	/s/ Boon Sim, Artius II Acquisition Partners LLC	02/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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