SecProbe.io

November 14, 2024
Boon Sim
Chief Executive Officer
Artius II Acquisition Inc.
3 Columbus Circle, Suite 1609
New York, NY 10019
Re:Artius II Acquisition Inc.
Registration Statement on Form S-1
Filed November 6, 2024
File No. 333-283020
Dear Boon Sim:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed November 6, 2024
Cover page
1.Please describe the anti-dilution adjustments that may result in the issuance of
additional securities to the sponsor, its affiliates and promoters in connection with the
conversion of founder shares to Class A shares, and in connection with any change in
the size of the offering to maintain the number of founder shares at 20% upon the
offering’s consummation, here in and in the tabular disclosure on page 10. State
whether and, on page 10, the extent to which, these securities issuances may result in
a material dilution of the purchaser’s equity interests, as required by Items 1602(a)(3)
and 1602(b)(6) of Regulation S-K.
Please reconcile disclosure that the repayment of up to $300,000 of sponsor loans
could be sourced from amounts available for working capital or permitted
withdrawals (clauses (ii) and (iii) in the ninth paragraph of the cover page), with
disclosure in footnote (2) on page 92 that repayment will be made upon completion of 2.

November 14, 2024
Page 2
the offering out of the $750,000 of offering proceeds allocated for offering expenses
other than underwriting commissions.
Use of Proceeds, page 92
3.Please include prominent disclosure in your Use of Proceeds section and elsewhere
that relevant disclosure appears that unlike many other SPACs, the proceeds of the
public offering and the sale of the private units to your sponsor will not be sufficient
to provide you with any working capital outside of the funds held in the trust and
funds used to pay offering expenses. Clearly state that all working capital needs,
including the items listed in the second table on page 92 as well as any amounts to be
paid to the sponsor, its affiliates, officers or directors for loan repayments, fees,
salaries or other cash payments, will be sourced from permitted withdrawals of
interest on the funds held in the trust or from sponsor loans payable from such
permitted withdrawals. Describe the impact of using permitted withdrawals of interest
from the trust on public shareholders, including that the use of permitted withdrawals
for payments to related parties and other working capital items will reduce the total
amount of funds that will be available to distribute to public shareholders who wish to
redeem shares.
4.Please clarify the source of funds you expect to use to pay the “Scheduled Amount” of
underwriting fees, as well as the fees for administrative services for the second 12
months of your 24-month completion window. We note that these amounts are not
included in the offering expenses to be paid from offering proceeds, or the working
capital items to be paid from permitted withdrawals or sponsor loans.
Description of Securities, page 154
5.We note that you describe the units, ordinary shares, and contingent rights. Please also
describe the public rights and private placement rights in this section.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765
with any other questions.
Sincerely,
Division of Corporation Finance

November 14, 2024
Page 3
Office of Real Estate & Construction
cc:Natalia Rezai, Esq.