Item 1. | |
(a) | Name of issuer:
Artius II Acquisition Inc. |
(b) | Address of issuer's principal executive
offices:
3 Columbus Circle, Suite 1609, New York, New York, 10019 |
Item 2. | |
(a) | Name of person filing:
Artius II Acquisition Partners LLC
Boon Sim |
(b) | Address or principal business office or, if
none, residence:
c/o 3 Columbus Circle, Suite 1609, New York, NY 10019 |
(c) | Citizenship:
Artius II Acquisition Partners LLC - Delaware
Boon Sim - United States |
(d) | Title of class of securities:
Class A Ordinary Shares, $0.0001 par value |
(e) | CUSIP No.:
G0509J115 |
Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
(f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
(g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
(h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
(i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please
specify the type of institution: |
(k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| |
Item 4. | Ownership |
(a) | Amount beneficially owned:
Artius II Acquisition Partners LLC - 5,675,000 shares as of February 14, 2025
Boon Sim - 5,675,000 shares as of February 14, 2025 |
(b) | Percent of class:
Artius II Acquisition Partners LLC - 20.5% as of February 14, 2025
Boon Sim - 20.5% as of February 14, 2025
The foregoing percentages assume that there is a total of 27,675,000 Class A ordinary shares outstanding, which is the sum of (i) the 22,000,000 Class A ordinary shares outstanding as of February 14, 2025, (ii) the 5,500,000 ordinary shares issuable upon conversion of the Founder Shares, as reported herein, and (iii) 175,000 Class A ordinary shares underlying the Private Placement Units, in each case as reported in the Issuer's Current Report on Form 8-K filed with the SEC on February 14, 2025. % |
(c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
Artius II Acquisition Partners LLC - 0 shares as of February 14, 2025
Boon Sim - 0 shares as of February 14, 2025
|
| (ii) Shared power to vote or to direct the
vote:
Artius II Acquisition Partners LLC - 5,675,000 shares as of February 14, 2025
Boon Sim - 5,675,000 shares as of February 14, 2025
|
| (iii) Sole power to dispose or to direct the
disposition of:
Artius II Acquisition Partners LLC - 0 shares as of February 14, 2025
Boon Sim - 0 shares as of February 14, 2025
|
| (iv) Shared power to dispose or to direct the
disposition of:
Artius II Acquisition Partners LLC - 5,675,000 shares as of February 14, 2025
Boon Sim - 5,675,000 shares as of February 14, 2025
|
Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
|
Not Applicable
|
Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
|
Not Applicable
|
Item 8. | Identification and Classification of Members of
the Group. |
|
Not Applicable
|
Item 9. | Notice of Dissolution of Group. |
|
Not Applicable
|