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              D: +44 20 7614 2230

              dgottlieb@cgsh.com

        November 6, 2024

      BY EDGAR CONFIDENTIAL SUBMISSION OF LETTER

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Real Estate & Construction

      100 F Street, N.E.

      Washington, D.C. 20549

              Attn:
              William Demarest

              Jennifer Monick

              Catherine De Lorenzo

              Pam Long

                  Re:

                    Artius II Acquisition Inc.

                Amendment No. 1 to Draft Registration Statement on Form S-1

                Submitted September 24, 2024

                CIK No.: 0002034334

      Ladies and Gentlemen:

      Artius II Acquisition Inc. (the “Company,” “we” or “our”) has publicly filed today its initial registration statement on Form S-1 (the “Registration

          Statement”), together with this letter, via EDGAR submission. Set forth below are responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated October
        4, 2024 with respect to the above-referenced Amendment No. 1 to Draft Registration Statement on Form S-1 confidentially submitted on September 24, 2024.

      The Registration Statement reflects the changes made in response to the Staff’s comments as well as other updates. We have reproduced below in bold the
        Staff’s comments and have provided the Company’s responses following the comment. Capitalized terms used but not defined herein have the meanings assigned to them in the Registration Statement. Unless otherwise indicated, page number references
        below refer to the Registration Statement.

      Registration Statement on Form S-1

      Cover Page

      Clearly Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the locations listed above.

                1.

                We note your response to prior comment 2. Please revise to include all other compensation paid or to be paid to the sponsor, its affiliates,
                  and promoters as required by Item 1602(a)(3) of Regulation S-K. Please include cross-references on the cover page to all related disclosures.

      Response:

      In response to the Staff’s comment, the Company has revised the disclosure on the cover page.

      Risk Factors

      Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination, page 47

                2.

                We note your disclosure on pages 14 and 112 that in order to facilitate your initial business combination or for any other reason determined by
                  your sponsor in its sole discretion, your sponsor may surrender or forfeit, transfer or exchange your founder shares, private placement units (or the securities underlying the private placement units) or any of your other securities,
                  including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities.
                  Please add risk factor disclosure about risks that may arise from the sponsor having the ability to remove itself as your sponsor before identifying a business combination, including through the unconditional ability to transfer the
                  founder shares or otherwise.

      Response:

      In response to the Staff’s comment, the Company has revised the disclosure on page 65.

      Management

      Executive Officer and Director Compensation, page 139

                3.

                We note your response to prior comment 11 and your revisions on pages 10 and 108. Please revise to include a discussion in this section
                  regarding the indirect interests in founder shares through membership interests in the sponsor that independent directors will receive for their services as directors. See Item 402(r)(3) of Regulation S-K.

      Response:

      In response to the Staff’s comment, the Company has revised the disclosure on page 140.

      * * * *

      We hope that the Company’s response above adequately addresses the Staff’s comments. If the Staff has any questions or requires any additional
        information, please do not hesitate to contact David I. Gottlieb at Cleary Gottlieb Steen & Hamilton LLP at +44 20 7614 2230 or dgottlieb@cgsh.com.

                Very truly yours,

              /s/ David I. Gottlieb

               David I. Gottlieb

              Partner

            cc:

              Boon Sim

              Chief Executive Officer, Artius II Acquisition Inc