Boon Sim - 12 Feb 2025 Form 3 Insider Report for Artius II Acquisition Inc. (AACB)

Footnote F1

Includes 175,000 Class A ordinary shares underlying the private placement units ("Private Placement Units"), which were acquired by the Reporting Person in a private placement taking place simultaneously with the issuer's initial business combination. Each Private Placement Unit consists 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.

Footnote F2

As described in the issuer's registration statement on Form S-1 (File No. 333-283020) (the "Registration Statement") under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer 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 certain adjustment, and have no expiration date.

Footnote F3

5,750,000 represents the number of Class B ordinary shares beneficially owned by the Reporting Person as of the filing date of this Form 3. The Class B ordinary shares convert into Class A ordinary shares at a ratio such that the number of Class A ordinary shares issuable upon conversion of the Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the issuer's initial public offering (including any Class A ordinary shares issued pursuant to the underwriter's over-allotment option and excluding the shares underlying the Private Placement Units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the issuer's (continues in footnote no. 4)

Footnote F4

initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the issuer's initial business combination and any private placement-equivalent shares issued to the Reporting Person or any of its affiliates or to the issuer's officers or directors upon conversion of working capital loans); provided, that the distributable shares, as defined in the Registration Statement, and the Reporting Person's forfeiture of a number of Class B ordinary shares equal to the number of distributable shares will be disregarded for purposes of this adjustment.

Footnote F5

The Class B ordinary shares include (i) up to 750,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option and (ii) 1,000,000 (or 1,150,000 if the underwriter's over-allotment option is exercised in full) shares that are subject to forfeiture concurrently with the distribution of distributable shares, in each case as described in the Registration Statement.

Footnote F6

Representing 17,500 Class A ordinary shares underlying the Private Placement Units. As of the date of this filing, the Reporting Person beneficially owns 175,000 rights. Each right is automatically exchangeable for one tenth (1/10) of one Class A ordinary share upon the completion of the issuer's initial business combination.

Footnote F7

Artius II Acquisition Partners LLC, the issuer's sponsor, is the record holder of the shares reported herein. The Reporting Person is the sole member of Aecus II Partners LLC, which is the managing partner of Artius II Acquisition Partners LLC and exercises voting and investment power with respect to the Class B ordinary shares and the Class A ordinary shares underlying the private placement units in each case held by Artius Acquisition Partners LLC. The shares beneficially owned by Artius II Acquisition Partners LLC may also be deemed to be beneficially owned by the Reporting Person.