Artius II Acquisition Inc. Files S-1/A Amendment

TL;DR

SPAC Artius II Acquisition Inc. filed an S-1/A amendment on Jan 29, 2025. Still looking for a deal.

AI Summary

Artius II Acquisition Inc. filed an S-1/A amendment on January 29, 2025, for its registration statement. The company, incorporated in the Cayman Islands, is a blank check company focused on the real estate and construction sector. Its principal executive offices are located at 3 Columbus Circle, Suite 2215, New York, NY 10019.

Why It Matters

This filing indicates ongoing regulatory compliance and provides updated information for investors interested in Artius II's potential future business combination.

Risk Assessment

Risk Level: low — This is a routine S-1/A filing for a SPAC, providing updated corporate information without significant new risk factors.

Key Numbers

• 333-283020 — SEC File Number (Identifies the specific registration filing with the SEC.)
• 25570317 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Artius II Acquisition Inc. (company) — Registrant
• January 29, 2025 (date) — Filing Date
• 3 Columbus Circle, Suite 2215, New York, NY 10019 (location) — Principal Executive Offices
• Boon Sim (person) — CEO and CFO

FAQ

Key Financial Figures

• $200,000,000 — TO COMPLETION, DATED JANUARY 29, 2025 $200,000,000 Artius II Acquisition Inc. 20,000,000
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $1,750,000 — sed), at a price of $10.00 per unit, or $1,750,000 in the aggregate (including if the unde
• $25,000 — on. On July 31, 2024, our sponsor paid $25,000, or approximately $0.003 per share, to
• $0.003 — sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offe
• $0.004 — o have purchased the founder shares for $0.004 per share. Up to 750,000 of the founder
• $300,000 — ng, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expense
• $750,000 — and will be repaid from either (i) the $750,000 of offering proceeds that has been allo
• $1,500,000 — sed to repay such loaned amounts. Up to $1,500,000 of such additional loans may be convert
• $100,000 — thereon (net of taxes payable and up to $100,000 of interest income to pay liquidation a
• $0.3125 — writing discounts and commissions (1) $0.3125 $ 6,250,000 Proceeds, before expense
• $9.6875 — 00 Proceeds, before expenses, to us $9.6875 $ 193,750,00 (1) Includes $250,000
• $250,000 — $9.6875 $ 193,750,00 (1) Includes $250,000 (such amount to remain unchanged in the
• $0.30 — closing of this offering. Also includes $0.30 per unit on all units sold ($6,000,000
• $6,000,000 — ludes $0.30 per unit on all units sold ($6,000,000 in the aggregate or up to $6,900,000 in

Filing Documents

• ny20034162x15_s1a.htm (S-1/A) — 2269KB
• ny20034162x15_ex1-1.htm (EX-1.1) — 211KB
• ny20034162x15_ex3-2.htm (EX-3.2) — 424KB
• ny20034162x15_ex4-1.htm (EX-4.1) — 23KB
• ny20034162x15_ex4-2.htm (EX-4.2) — 25KB
• ny20034162x15_ex4-3.htm (EX-4.3) — 27KB
• ny20034162x15_ex4-4.htm (EX-4.4) — 69KB
• ny20034162x15_ex4-5.htm (EX-4.5) — 44KB
• ny20034162x15_ex5-1.htm (EX-5.1) — 18KB
• ny20034162x15_ex5-2.htm (EX-5.2) — 60KB
• ny20034162x15_ex10-1.htm (EX-10.1) — 56KB
• ny20034162x15_ex10-2.htm (EX-10.2) — 76KB
• ny20034162x15_ex10-3.htm (EX-10.3) — 160KB
• ny20034162x15_ex10-4.htm (EX-10.4) — 55KB
• ny20034162x15_ex10-5.htm (EX-10.5) — 142KB
• ny20034162x15_ex10-9.htm (EX-10.9) — 20KB
• ny20034162x15_ex14-1.htm (EX-14.1) — 50KB
• ny20034162x15_ex23-1.htm (EX-23.1) — 2KB
• ny20034162x15_ex99-1.htm (EX-99.1) — 54KB
• ny20034162x15_ex99-2.htm (EX-99.2) — 38KB
• ny20034162x15_ex99-3.htm (EX-99.3) — 4KB
• ny20034162x15_ex99-4.htm (EX-99.4) — 4KB
• ny20034162x15_ex99-5.htm (EX-99.5) — 4KB
• ny20034162x15_ex5-2img01.jpg (GRAPHIC) — 4KB
• ny20034162x15_ex5-2img02.jpg (GRAPHIC) — 5KB
• 0001140361-25-002368.txt ( ) — 3845KB

From the Filing

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 29, 2025. Registration No. 333-283020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARTIUS II ACQUISITION INC. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1802901 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 3 Columbus Circle, Suite 1609 New York, NY 10019 (212) 309-7668 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Boon Sim Chief Executive Officer and Chief Financial Officer 3 Columbus Circle, Suite 1609 New York, NY 10019 (212) 309-7668 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David I. Gottlieb Paul J. Shim Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000 Gregg A. Noel Brian D. Paulson Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue Palo Alto, California 94301 (650) 470-4500 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 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 ☒ Large accelerated filer ☐ 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 standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS $200,000,000 Artius II Acquisition Inc. 20,000,000 Units Artius II Acquisition Inc. is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry. This is an initial public offerin

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