Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Artius II Acquisition Inc. (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) |
G0509J115 (CUSIP Number) |
02/14/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G0509J115 |
| 1 | Names of Reporting Persons
Artius II Acquisition Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,675,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
20.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Footnote to Rows 6, 8 and 9: Represents (i) 5,500,000 shares of the Issuer's Class A ordinary shares, $0.0001 par value (the "Class A ordinary shares") that may be obtained upon the conversion of shares of Class B ordinary shares, $0.0001 par value (the "Founder Shares") owned by Artius II Acquisition Partners LLC (the "Sponsor"), which are not registered under the Securities Exchange Act of 1934, as amended, that automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment and (ii) 175,000 Class A ordinary shares underlying the private placement units, which were acquired by the Reporting Person in a private placement taking place simultaneously with the Issuer's initial business combination, consisting of one Class A ordinary share and one right entitling the holder thereof to receive one tenth (1/10) of one Class A ordinary share (the "Private Placement Units"). The Sponsor is the record holder of the shares reported herein. Boon Sim is the sole member of Aecus II Partners LLC, which is the managing partner of the Sponsor and exercises voting and investment power with respect to the Founder Shares and the Class A ordinary shares underlying the Private Placement Units in each case held by the Sponsor. Due to the nature of this relationship, the shares beneficially owned by the Sponsor may also be deemed to be beneficially owned by Mr. Sim. Footnote to Row 11: The calculation assumes 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 Securities and Exchange Commission (the "SEC") on February 14, 2025.
SCHEDULE 13G
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| CUSIP No. | G0509J115 |
| 1 | Names of Reporting Persons
SIM Boon | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,675,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
20.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Footnote to Rows 6, 8 and 9: Represents (i) 5,500,000 shares of the Issuer's Class A ordinary shares that may be obtained upon the conversion of shares of the Founder Shares owned by the Sponsor, which are not registered under the Securities Exchange Act of 1934, as amended, that automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment and (ii) 175,000 Class A ordinary shares underlying the Private Placement Units. The Sponsor is the record holder of the shares reported herein. Boon Sim is the sole member of Aecus II Partners LLC, which is the managing partner of the Sponsor and exercises voting and investment power with respect to the Founder Shares and the Class A ordinary shares underlying the Private Placement Units in each case held by the Sponsor. Due to the nature of this relationship, the shares beneficially owned by the Sponsor may also be deemed to be beneficially owned by Mr. Sim. Footnote to Row 11: The calculation assumes 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.
SCHEDULE 13G
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| 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. %
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| (c) | Number of shares as to which the person has:
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| (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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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