Recent advancements in multimodal pre-training have shown promising efficacy in 3D representation learning by aligning multimodal features across 3D shapes, their 2D counterparts, and language descriptions. However, the methods used by existing frameworks to curate such multimodal data, in particular language descriptions for 3D shapes, are not scalable, and the collected language descriptions are not diverse. To address this, we introduce ULIP-2, a simple yet effective tri-modal pre-training framework that leverages large multimodal models to automatically generate holistic language descriptions for 3D shapes. It only needs 3D data as input, eliminating the need for any manual 3D annotations, and is therefore scalable to large datasets. ULIP-2 is also equipped with scaled-up backbones for better multimodal representation learning. We conduct experiments on two large-scale 3D datasets, Objaverse and ShapeNet, and augment them with tri-modal datasets of 3D point clouds, images, and language for training ULIP-2. Experiments show that ULIP-2 demonstrates substantial benefits in three downstream tasks: zero-shot 3D classification, standard 3D classification with fine-tuning, and 3D captioning (3D-to-language generation). It achieves a new SOTA of 50.6% (top-1) on Objaverse-LVIS and 84.7% (top-1) on ModelNet40 in zero-shot classification. In the ScanObjectNN benchmark for standard fine-tuning, ULIP-2 reaches an overall accuracy of 91.5% with a compact model of only 1.4 million parameters. ULIP-2 sheds light on a new paradigm for scalable multimodal 3D representation learning without human annotations and shows significant improvements over existing baselines. The code and datasets are released at https://github.com/salesforce/ULIP.