October 4, 2024

Boon Sim
Chief Executive Officer
Artius II Acquisition Inc.
3 Columbus Circle, Suite 1609
New York, NY 10019

       Re: Artius II Acquisition Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted September 24, 2024
           CIK No. 0002034334
Dear Boon Sim:

     We have reviewed your amended draft registration statement and have the
following
comments.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional
comments. Unless we note otherwise, any references to prior comments are to
comments in our
September 16, 2024 letter.

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

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.
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
 October 4, 2024
Page 2

       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.
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.
       Please contact William Demarest at 202-551-3432 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with
any other
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Real
Estate & Construction
cc:   Natalia Rezai, Esq.