Artius II Acquisition Inc-A美股招股说明书(2025-02-14版)

Artius II Acquisition Inc. 20,000,000 Units Artius II Acquisition Inc. is a blank check company incorporated as a Cayman Islands exempted company andformed 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 thisprospectus as our initial business combination. We have not selected any business combination target and we havenot, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any businesscombination target. We may pursue an initial business combination in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClass A ordinary share, one right entitling the holder thereof to receive one tenth (1/10) of one Class A ordinaryshare upon the consummation of an initial business combination and one contingent right to receive a pro rata shareof 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Class A ordinary shares atthe distribution time (as defined below) under certain circumstances (the “distributable shares”), concurrently withthe forfeiture by our sponsor of an equal number of founder shares (as defined below). The underwriter has a 45-day option from the date of this prospectus to purchase up to an additional 3,000,000 unitsto cover over-allotments, if any. No fractional shares will be issued upon conversion of any rights. As a result, arights holder must have 10 rights in order to receive one Class A ordinary share at the closing of our initial businesscombination. Public shareholders who exercise their redemption rights will also be deemed to have tendered their contingent rightto receive distributable shares for no additional consideration and as a result are not entitled to receive anydistribution of distributable shares in respect of such redeemed public shares. The number of distributable shares tobe distributed in respect of each public share is contingent upon the aggregate number of public shares that areredeemed in connection with our initial business combination. Therefore, if 0%, 25%, 50% or 75% of the publicshares are redeemed, a non-redeeming shareholder of 100 Class A ordinary shares will receive approximately 5.0,6.7, 10.0 or 20.0 distributable shares, respectively. We will not issue fractional shares in connection with thedistribution of distributable shares. Fractional shares will either be rounded down to the nearest whole share orotherwise determined by the board of directors as provided by Cayman Islands laws. The contingent right to receivedistributable shares will remain attached to our public shares and will not be separately transferable, assignable orsaleable. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, votefor, or vote against, our initial business combination, all or a portion of their Class A ordinary shares that are sold aspart of the units in this offering, which we refer to collectively as our public shares, upon the completion of ourinitial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit inthe trust account described below as of two business days prior to the consummation of our initial businesscombination, including interest earned on the funds held in the trust account (net of taxes payable), divided by thenumber of then-outstanding public shares, subject to the limitations and on the conditions described herein.See“Summary—The Offering—Redemption rights for public shareholders upon completion of our initial businesscombination”and“Summary—The Offering—Redemption of public shares and distribution and liquidation ifno initial business combination” for more information. Notwithstandingthe foregoing redemption rights,if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant to thetender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended(the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15%of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of theshares sold in this offering) for or against our initial business combination.See “Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more of the shares