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Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Ipo

Type: Update

Accession Number: 000114036125012382

Filing Summary: On April 4, 2025, Artius II Acquisition Inc. announced that the holders of its Units, each consisting of one Class A ordinary share and one right, may begin trading these securities separately starting April 7, 2025. The Units not separated will continue to trade under the symbol 'AACBU', while the separated Class A Ordinary Shares and Rights will trade under the symbols 'AACB' and 'AACBR', respectively. This action follows their initial public offering (IPO) completed earlier, generating $220,000,000 from the sale of 22,000,000 Units at a price of $10.00 each, reported in preceding Form 8-K filings.

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Additional details:

Units Offered: 22000000


Offering Price: 10.00


Gross Proceeds: 220000000


Stock Exchange: The Nasdaq Global Market


Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Ipo

Type: New

Accession Number: 000114036125005418

Filing Summary: On February 14, 2025, Artius II Acquisition Inc. consummated its initial public offering (IPO) of 22,000,000 units, which included the issuance of 2,000,000 Units due to the underwriter's partial exercise of its over-allotment option. Each unit consists of one Class A ordinary share with a par value of $0.0001, one right to receive one tenth of one Class A ordinary share, and one contingent right. The units were sold at a price of $10.00 each, yielding gross proceeds of $220,000,000. Concurrently, the Company executed a private sale of 175,000 units to the Sponsor for a total of $1,750,000. All proceeds were deposited in a U.S.-based trust account, with an audited balance sheet as of February 14, 2025, included as Exhibit 99.1 to this report.

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Additional details:

Units Sold: 22000000


Price Per Unit: 10


Gross Proceeds: 220000000


Private Placement Units: 175000


Private Placement Proceeds: 1750000


Audit Balance Sheet Date: 2025-02-14


Form Type: 424B4

Filing Date: 2025-02-14

Corporate Action: Ipo

Type: New

Accession Number: 000114036125004482

Filing Summary: Artius II Acquisition Inc. is a blank check company incorporated in the Cayman Islands, seeking to raise $200 million through an initial public offering (IPO) by offering 20,000,000 units at $10 each. Each unit consists of one Class A ordinary share and associated rights which entitle the holder to receive a share upon consummation of a business combination. The company targets its initial business combination with one or more businesses but has not yet identified a target. Investors will have the option to redeem shares upon completion of a business combination, subject to certain limitations. The offering proceeds will be placed into a trust account, and the company must complete its initial business combination within 18 to 24 months, or face liquidation. The document details the underwriting process, potential conflicts of interest, and financial structure, including a commitment from the sponsor to purchase additional private placement units.

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Additional details:

Registration Number: 333-283020


Units Offered: 20,000,000


Offering Price Per Unit: $10.00


Total Offering Amount: $200,000,000


Initial Business Combination Window: 18 to 24 months


Sponsor Commitment: 175,000 private placement units


Redemption Price Share: per-share price payable in cash equal to aggregate amount in trust account


Underwriter: Santander US Capital Markets LLC


Nasdaq Symbol: AACBU


Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Ipo

Type: New

Accession Number: 000114036125004746

Filing Summary: On February 12, 2025, Artius II Acquisition Inc. received SEC approval for its Registration Statement on Form S-1 pertaining to its IPO. On February 14, 2025, the Company successfully completed the IPO, issuing 22,000,000 units at $10.00 each, yielding gross proceeds of $220,000,000. This offering included 2,000,000 units issued due to an underwriter’s over-allotment option. Each unit comprised one Class A ordinary share, one right to receive one tenth of a Class A ordinary share, and one contingent right. The Company also executed a private sale of 175,000 units to its sponsor at the same price, generating an additional $1,750,000. Funds totalling $220,000,000 from the IPO and private placement were placed in a trust account, with specified conditions for their release tied to a future business combination or shareholder actions. The Company adopted its Amended and Restated Memorandum and Articles of Association on February 12, 2025, and established several agreements related to the IPO, including an Underwriting Agreement and a Registration Rights Agreement, all dated February 12, 2025. A press release announcing the IPO pricing was also included as an exhibit to this report.

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Additional details:

Registration Statement Effective Date: 2025-02-12


Units Sold: 22000000


Offering Price Per Unit: 10.00


Gross Proceeds From Ipo: 220000000


Private Placement Units Sold: 175000


Private Placement Units Price: 10.00


Gross Proceeds From Private Placement: 1750000


Trust Account Location: JPMorgan Chase Bank, N.A.


Trust Account Trustee: Continental Stock Transfer & Trust Company


Form Type: 8-A12B

Filing Date: 2025-02-12

Corporate Action: Ipo

Type: New

Accession Number: 000114036125004064

Filing Summary: Artius II Acquisition Inc. is filing a Form 8-A12B for the registration of its securities, specifically the Units, Class A ordinary shares, and Rights which will be listed on The Nasdaq Stock Market LLC. The units consist of one Class A ordinary share and one right that entitles the holder to receive one-tenth of a Class A ordinary share upon the completion of an initial business combination. The registration pertains to the classes of securities as described in the prospectus forming part of its Registration Statement on Form S-1, initially filed on November 6, 2024. This registration does not include any securities under Section 12(g) and no additional exhibits are required as no other securities of the Registrant are registered on The Nasdaq Stock Market.

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Additional details:

Title Of Each Class To Be Registered: Units, each consisting of one Class A ordinary share and one right


Name Of Each Exchange: The Nasdaq Stock Market LLC


Par Value: $0.0001


Rights Description: each entitling the holder to receive one-tenth of one Class A ordinary share upon the completion of an initial business combination


Securities Act Registration Statement File Number: 333-283020


Form Type: CORRESP

Filing Date: 2025-02-10

Corporate Action: Ipo

Type: New

Accession Number: 000114036125003739

Filing Summary: Artius II Acquisition Inc. requests the Securities and Exchange Commission to accelerate the effective date of its Registration Statement on Form S-1 (File No.: 333-283020) for the issuance of securities. The company wishes for the registration statement to become effective at 4:00 p.m. Eastern Time on February 12, 2025, or as soon as practicable thereafter. They have authorized their legal counsel, David I. Gottlieb of Cleary Gottlieb Steen & Hamilton LLP, to modify or withdraw this request. The underwriters of the issuance also join in this request for acceleration and seek confirmation of the effectiveness through a phone call and written correspondence.

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Additional details:

Registration Statement File No: 333-283020


Effective Date Request Time: 4:00 p.m. Eastern Time


Counsel Name: David I. Gottlieb


Counsel Firm: Cleary Gottlieb Steen & Hamilton LLP


Ceo Name: Boon Sim


Contact Phone: +44 20 7614 2230


Form Type: CORRESP

Filing Date: 2025-02-10

Corporate Action: Ipo

Type: New

Accession Number: 000114036125003740

Filing Summary: Artius II Acquisition Inc. is requesting the acceleration of the effective date for their Registration Statement on Form S-1, filed under File No. 333-283020. The company has requested that the registration be declared effective at 4:00 p.m. Eastern Time on February 12, 2025, or as soon as practicable thereafter. The document also notes the distribution of approximately 1,000 copies of the Preliminary Prospectus dated February 7, 2025, to various financial institutions and underwriters, affirming compliance with the 48-hour distribution requirement under Rule 15c2-8(b).

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Additional details:

Registration Statement: Form S-1


File No: 333-283020


Effective Date Request: 2025-02-12


Preliminary Prospectus Date: 2025-02-07


Copies Distributed: 1000


Form Type: S-1/A

Filing Date: 2025-02-10

Corporate Action: Ipo

Type: Update

Accession Number: 000114036125003614

Filing Summary: Artius II Acquisition Inc. is a blank check company incorporated in the Cayman Islands, set to offer 20,000,000 units at $10.00 each, raising approximately $200 million in an initial public offering (IPO). The units consist of one Class A ordinary share and rights to receive additional shares upon consummation of a business combination. The company aims to pursue a merger or similar business combination but has not selected a target yet. Initial public offering is anticipated to commence shortly after the effective date of the registration statement. The firm also discusses redemption rights for shareholders and provisions regarding shares and convertible instruments. If the initial business combination does not occur within 18 months or an extended timeframe of 24 months, the company plans to liquidate and redeem public shares. Additionally, details on share ownership, underwriting commissions, and potential dilution for public shareholders are provided. The underwriter for this offering is Santander US Capital Markets LLC, and the proposed listing will be on Nasdaq.

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Additional details:

Address: 3 Columbus Circle, Suite 1609, New York, NY 10019


Officer Name: Boon Sim

Officer Title: Chief Executive Officer and Chief Financial Officer


Initial Public Offering Amount: 20,000,000 units


Offering Price Per Unit: $10.00


Total Public Offering Amount: $200,000,000


Business Combination Timeout: 18 months from closing, possible extension to 24 months


Underwriter: Santander US Capital Markets LLC


Form Type: S-1/A

Filing Date: 2025-02-06

Corporate Action: Ipo

Type: Update

Accession Number: 000114036125003447

Filing Summary: On February 6, 2025, Artius II Acquisition Inc. filed an amendment to its registration statement concerning its planned initial public offering (IPO). The amendment outlines additional details regarding the size of the offering, estimated pricing, and the use of proceeds from the IPO. The filing provides updated financial information, including projections of revenue and earnings, and enhancements to the risk factors previously disclosed. It highlights the company's strategic objectives and market positioning that justify the need for raising capital through public markets. The document also includes the underwriters' compensation structure and the timeline for the offering process, confirming the intended launch date. Further, it mentions potential impacts of regulatory developments and market conditions on the IPO.

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Additional details:

Company Name: Artius II Acquisition Inc.


Offering Size: 2,000,000 shares


Pricing Range: $10 - $12 per share


Use Of Proceeds: To fund future acquisitions and operational expenses


Underwriters: Goldman Sachs, Morgan Stanley


Risk Factors: Market volatility, regulatory changes, competition in the market


Form Type: S-1/A

Filing Date: 2025-01-29

Corporate Action: Ipo

Type: Update

Accession Number: 000114036125002368

Filing Summary: Artius II Acquisition Inc. is conducting an initial public offering (IPO) of 20,000,000 units at an offering price of $10.00 each, aiming to raise $200 million. This registration statement pertains to amendment no. 3 of the Form S-1, filed with the SEC on January 29, 2025. The company, classified as a blank check company, intends to use the proceeds for a merger, acquisition, or similar business combination but has yet to select a target. The security being offered comprises one Class A ordinary share, one right to receive a proportionate share of Class A shares upon the consummation of a business combination, and contingent rights for further shares under specific circumstances. Redemption rights will be available for public shareholders upon the completion of the business, but will be limited for certain shareholders. The document also discusses the ownership structure, indicating that significant ownership will remain with the sponsor, potentially leading to conflicts of interest regarding acquisition targets. Shareholders, including sponsors, may incur substantial dilution from the issuance of additional shares. The company aims to list its units on Nasdaq under the symbol "AACBU."

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Additional details:

Units Offered: 20000000


Offering Price Per Unit: 10


Total Public Offering Price: 200000000


Initial Business Combination: 1


Business Combination Timeout: 18


Emerging Growth Company: 1


Small Reporting Company: 1


Trust Account Trustee: Continental Stock Transfer & Trust Company


Class A Ordinary Shares Per Unit: 1


Rights Per Unit: 1


Contingent Shares: 1000000


Underwriter Name: Santander US Capital Markets LLC


Underwriter Fee: 6250000


Net Tangible Book Value Per Share: [6.97,6.93]


Form Type: CORRESP

Filing Date: 2024-12-03

Corporate Action: Ipo

Type: New

Accession Number: 000114036124048275

Filing Summary: Artius II Acquisition Inc. has filed a request to accelerate the effective date of its Registration Statement on Form S-1, filed under File No. 333-283020. The company requests that the registration become effective at 4:00 p.m. Eastern Standard Time on December 5, 2024, or as soon as practicable thereafter. This request is made pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, and includes authorization for David I. Gottlieb of Cleary Gottlieb Steen & Hamilton LLP to modify or withdraw the request. The underwriters of the securities being registered have also joined in this request for acceleration. The company has provided a contact number for confirmation of the effectiveness.

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Additional details:

Registration Statement: Form S-1


File No: 333-283020


Effective Date Request: 2024-12-05 16:00 EST


Contact Person: David I. Gottlieb


Contact Phone: +44 20 7614 2230


Form Type: CORRESP

Filing Date: 2024-12-03

Corporate Action: Ipo

Type: New

Accession Number: 000114036124048277

Filing Summary: Artius II Acquisition Inc. has submitted a request for the acceleration of the effective date of its Registration Statement on Form S-1, seeking for it to be declared effective on December 5, 2024, at 4:00 p.m. Eastern Time or as soon as practicable. This request is made in accordance with Rule 461 under the Securities Act of 1933. The company anticipates distributing approximately 1,000 copies of the Preliminary Prospectus dated November 27, 2024, to various parties including underwriters and dealers, while underwriters confirm compliance with the 48-hour requirement stipulated in Rule 15c2-8(b) under the Securities Exchange Act of 1934.

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Additional details:

File No: 333-283020


Preliminary Prospectus Date: 2024-11-27


Distribution Amount: 1000


Rule 15c2 8 Compliance: confirmed


Form Type: DRSLTR

Filing Date: 2024-09-24

Corporate Action: Ipo

Type: New

Accession Number: 000114036124041719

Filing Summary: Artius II Acquisition Inc. has submitted a first amendment to its draft Registration Statement on Form S-1 for confidential nonpublic review by the U.S. Securities and Exchange Commission. The Draft Registration Statement is related to a proposed initial public offering involving the listing of the Registrant’s units, which will consist of one ordinary share, a right entitling the holder to receive one twenty-fifth of an ordinary share upon the business combination, and a contingent right to receive a pro rata share of 1,250,000 ordinary shares under certain circumstances. The company confirms its status as an ‘emerging growth company’ under the Jumpstart Our Business Startups Act of 2012. The submission is part of the preparation for the IPO process.

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Additional details:

Draft Registration Statement Submission Date: 2024-09-24


Business Combination Details: one ordinary share, one right entitling the holder to receive one twenty-fifth of an ordinary share, one contingent right to receive a pro rata share of 1,250,000 ordinary shares under certain circumstances


Emerging Growth Company Status: yes


Form Type: DRSLTR

Filing Date: 2024-09-24

Corporate Action: Ipo

Type: Update

Accession Number: 000114036124041721

Filing Summary: Artius II Acquisition Inc. has submitted a confidential amendment to their Draft Registration Statement on Form S-1 in response to comments received from the U.S. Securities and Exchange Commission on September 16, 2024. The revised statement reflects necessary changes and updates. Key disclosures include potential shareholder approval for extending the timeline of business combinations, clarification on liquidation procedures, details on compensation and securities issuances, a comprehensive discussion about additional financing plans, and adjustments regarding possible dilution of public shareholders. The document is part of an ongoing effort to provide clarity regarding financial matters, risks related to competition among SPACs, and implications of potential conflicts of interest. Furthermore, it addresses risk disclosures related to the investment company status, discrepancies in implied share values, and the need for a signed audit report from the independent accounting firm. The company has adjusted various sections of the draft to enhance transparency and compliance with regulatory standards.

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Additional details:

Draft Registration Statement Date: 2024-08-20


Staff Comments Response Date: 2024-09-16


Number Of Possible Extensions: not disclosed


Liquidation Conditions: not disclosed


Anti Dilution Provisions: discussion on page 24


Initial Implied Value Per Share: $7.57


Implied Value Per Share At Business Combination: $9.53


Audit Report Status: signed audit report included


Subsequent Events Evaluation Date: not disclosed


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