Sculptor Group Reports 1.4M AACBU Shares (5.92%)

Rhea-AI Filing Summary

Sculptor Capital and related entities report a collective 1,400,000 Class A Ordinary Shares of Artius II Acquisition Inc., representing 5.92% of the outstanding class. The filing states these shares are held in accounts managed by Sculptor Capital LP and Sculptor Capital II LP and that various holding companies and funds in the Sculptor organizational structure may be deemed beneficial owners. Voting and dispositive power over the reported shares is shared, not sole. The percentage calculation is based on 23,650,000 Common Shares outstanding as disclosed in the issuer's 10-Q filed May 7, 2025. The filing includes certifications that the holdings were not acquired to change or influence control.

Positive

• Disclosure of a material passive stake: Sculptor reports a 5.92% beneficial ownership, meeting SEC transparency requirements
• Clear attribution across entities: The filing explains how Sculptor, Sculptor-II, SCHC, SCHC-II and SCU relate, aiding investor understanding of control lines

Negative

• None.

Insights

Securities Analyst

TL;DR: A coordinated Sculptor group discloses a 5.92% stake in AACBU via managed accounts, a standard passive disclosure above the 5% threshold.

The Schedule 13G/A shows Sculptor and affiliated entities collectively beneficially own 1,400,000 Class A Ordinary Shares, equal to 5.92% of the class based on 23,650,000 shares outstanding. Ownership is reported as shared voting and dispositive power, reflecting managed-account holdings rather than sole control. The filing includes standard attributive language assigning potential beneficial ownership across parent and fund entities per SEC guidance. No indication of an activist intent is stated; the certification affirms no acquisition to change control.

Corporate Governance Expert

TL;DR: The disclosure aggregates related entities under Sculptor, clarifying control lines but showing no sole control or control-changing purpose.

Sculptor discloses the reporting business units and explains the chain of ownership from investment manager to funds and holding companies. The charted shared voting and dispositive powers suggest coordinated reporting under SEC Release 34-39533 but do not reflect direct control of the issuer. The statement and signatures by Sculptor's COO complete the compliance-focused filing; there are no governance actions or director nominations referenced.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Artius II Acquisition Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G0509J107

(CUSIP Number)

06/30/2025

(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)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G0509J107

1

Names of Reporting Persons

Sculptor Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,400,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.92 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Sculptor Capital LP ("Sculptor"), a Delaware limited partnership, is the principal investment manager to a number of private funds and discretionary accounts (collectively, the "Accounts").

SCHEDULE 13G

CUSIP No. G0509J107

1

Names of Reporting Persons

Sculptor Capital II LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,400,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.92 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Sculptor Capital II LP ("Sculptor-II"), a Delaware limited partnership that is wholly owned by Sculptor, also serves as the investment manager to certain of the Accounts. The Ordinary Shares reported in this Schedule 13G are held in the Account(s) managed by Sculptor and Sculptor-II.

SCHEDULE 13G

CUSIP No. G0509J107

1

Names of Reporting Persons

Sculptor Capital Holding Corp

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,400,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.92 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Capital Holding Corporation ("SCHC"), a Delaware corporation, serves as the general partner of Sculptor.

SCHEDULE 13G

CUSIP No. G0509J107

1

Names of Reporting Persons

Sculptor Capital Holding II LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,400,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.92 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Capital Holding II LLC ("SCHC-II"), a Delaware limited liability company that is wholly owned by Sculptor, serves as the general partner of Sculptor-II.

SCHEDULE 13G

CUSIP No. G0509J107

1

Names of Reporting Persons

Sculptor Capital Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,400,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.92 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Capital Management, Inc. ("SCU"), a Delaware limited liability company, is a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II.

SCHEDULE 13G

CUSIP No. G0509J107

1

Names of Reporting Persons

Sculptor Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,400,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.92 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Master Fund, Ltd. ("SCMF") is a Cayman Islands company. Sculptor is the investment adviser to SCMF.

SCHEDULE 13G

CUSIP No. G0509J107

1

Names of Reporting Persons

Sculptor Special Funding, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,400,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.92 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Special Funding, LP ("NRMD") is a Cayman Islands exempted limited partnership that is wholly owned by SCMF.

SCHEDULE 13G

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, NY 10019
Item 2.
(a)	Name of person filing: Sculptor Capital LP
(b)	Address or principal business office or, if none, residence: 9 West 57th Street, 40th Floor, New York, NY 10019
(c)	Citizenship: Delaware
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(e)	CUSIP No.: G0509J107
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);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,400,000
(b)	Percent of class: 5.92 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,400,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,400,000
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Sculptor and Sculptor-II serve as the principal investment managers to the Accounts and thus may be deemed beneficial owners of the Units/Ordinary Shares in the Accounts managed by Sculptor and Sculptor-II. SCHC-II serves as the sole general partner of Sculptor-II and is wholly owned by Sculptor. SCHC serves as the sole general partner of Sculptor. As such, SCHC and SCHC-II may be deemed to control Sculptor as well as Sculptor-II and, therefore, may be deemed to be the beneficial owners of the Ordinary Shares reported in this Schedule 13G. SCU is the sole shareholder of SCHC, and, for purposes of this Schedule 13G, may be deemed a beneficial owner of the Ordinary Shares reported herein. In accordance with SEC Release No. 34-395338 (January, 1998) (the"Release"), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of Sculptor Capital LP and its subsidiaries and affiliates. It does not include securities, if any beneficially owned by other business whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with the Release. The percentages reported in this Schedule 13G have been calculated based on 23,650,000 Common Shares outstanding, as set forth in the Issuer's 10-Q filed May 7, 2025.
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
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Item 6
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Sculptor Capital LP

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President and Chief Operating Officer
Date:	08/14/2025

Sculptor Capital II LP

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President and Chief Operating Officer
Date:	08/14/2025

Sculptor Capital Holding Corp

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President and Chief Operating Officer
Date:	08/14/2025

Sculptor Capital Holding II LLC

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President and Chief Operating Officer
Date:	08/14/2025

Sculptor Capital Management, Inc.

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President and Chief Operating Officer
Date:	08/14/2025

Sculptor Master Fund, Ltd.

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President and Chief Operating Officer
Date:	08/14/2025

Sculptor Special Funding, LP

Signature:	/s/ Wayne Cohen
Name/Title:	Wayne Cohen / President and Chief Operating Officer
Date:	08/14/2025

FAQ

How many Artius II Acquisition Inc. (AACBU) shares does Sculptor report owning?

Sculptor reports beneficial ownership of 1,400,000 Class A Ordinary Shares, equal to 5.92% of the class.

On what share count is the 5.92% ownership based?

The percentage is calculated using 23,650,000 Common Shares outstanding as stated in the issuer's 10-Q filed May 7, 2025.

Does Sculptor report sole voting or dispositive power over the shares?

No. The filing reports 0 sole voting power and 1,400,000 shared voting power, and similarly shared dispositive power.

Was the stake acquired to change or influence control of AACBU?

The filing includes a certification that the securities were not acquired to change or influence control of the issuer.

Which Sculptor entities are identified in the filing for AACBU holdings?

Reported entities include Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., Sculptor Master Fund, Ltd., and Sculptor Special Funding, LP.