On September 15, 2021, Australia, the United Kingdom, and the United States announced the formation of AUKUS, a trilateral security partnership intended to support Australia’s acquisition of nuclear-powered submarines. A September 2024 statement marking the third anniversary of the AUKUS arrangement announced that consultations were underway with South Korea, among other countries, to identify possibilities for collaboration under AUKUS Pillar Two. This paper focuses on South Korea’s interests and capacities for collaborating under AUKUS Pillar Two and the opportunities for and limitations facing South Korea in engaging with each of the eight Pillar Two areas, namely undersea capabilities, quantum technologies, artificial intelligence, advanced cyber, hypersonic and counter-hypersonic capabilities, electronic warfare, innovation, and information sharing. In particular, the areas of undersea capabilities and AI have potentially strong mutual benefits for South Korea and the AUKUS partners. While the technological, economic, and military benefits of participating in AUKUS Pillar Two for South Korea could be significant, however, some form of South Korean engagement with AUKUS may impact the country’s conceptions of its core interests, the US-ROK alliance, and other security relationships in the Indo-Pacific region.