What changed in this filing

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Item 1. Financial Statements

2023-08-11 compared with 2023-06-02 · 261 added, 125 removed, 183 unchanged (68% of the section changed)

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CONDENSED BALANCE SHEETS

As of March 31, As of December 31,

As of June 30, As of December 31,

Current Assets:

Cash $ 2,520,846 $ —

Prepaid expenses 719,261 1,200

Total current assets 3,240,107 1,200

Investments held in Trust Account 508,873,223 —

Deferred offering costs — 511,395

Total assets $ 512,113,330 $ 512,595

Liabilities and shareholder’s equity

Liabilities and shareholders’ equity (deficit)

Current liabilities:

Accrued offering costs $ 489,836 $ 270,391

Promissory note - related party 344,283 233,243

Accrued expenses $ 279,412 $ 270,391

Promissory Note — 233,243

Total current liabilities 279,412 503,634

Overfunding Loans 5,000,000 —

Deferred underwriting and advisory fees 17,500,000 —

Total liabilities 22,779,412 503,634

Commitments and contingencies

Shareholder’s equity

Class A ordinary shares, $ 0.0001 par value;

50,000,000 shares subject to possible redemption at $ 10.18 per share at June 30, 2023

508,773,223 —

Shareholders’ equity (deficit)

Preference shares, $ 0.0001 par value;

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9,000,000,000 shares authorized (1) ;

none issued and outstanding

none issued and outstanding (excluding 50,000,000 shares subject to possible redemption at June 30, 2023)

Class B ordinary shares, $ 0.0001 par value;

900,000,000 shares authorized (1) ;

12,937,500 shares issued and outstanding (2)

12,500,000 shares issued and outstanding at June 30, 2023 and December 31, 2022 (2)

Additional paid-in capital — 23,750

Accumulated deficit ( 19,440,555 ) ( 16,039 )

Total shareholder’s equity 8,661 8,961

Total liabilities and shareholder’s equity

Total shareholders’ equity (deficit) ( 19,439,305 ) 8,961

Total liabilities and shareholders’ equity (deficit)

$ 512,113,330 $ 512,595

(1) On April 20, 2023, the Company increased the authorized share capital of the Company.

All shares have been retroactively restated to reflect such increase (see Note 7).

(2) Includes up to 437,500 Class B ordinary shares that were subject to forfeiture if the remaining over-allotment option was not exercised in full or in part by the underwriters (see Note 6).

All share and per share amounts have been retroactively restated to reflect the share surrender and share recapitalizations (see Note 4).

All shares as of December 31, 2022 have been retroactively restated to reflect such increase (see Note 6).

(2) On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option.

Share amounts as of December 31, 2022 have been retroactively restated to reflect the share surrender and share recapitalization events (see Note 4).

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CONDENSED STATEMENTS OF OPERATIONS

For the three months ended March 31,

Formation costs $ 300 $ 1,751

Net loss $ ( 300 ) $ ( 1,751 )

Weighted average shares outstanding, basic and diluted (1)

For the three months ended June 30,

For the six months ended June 30,

2023 2022 2023 2022

Basic and diluted net loss per share $ ( 0.00 ) $ ( 0.00 )

(1) Excludes an aggregate of up to 1,687,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6).

All share and per share amounts have been retroactively restated to reflect the share surrender and share recapitalizations (see Note 4).

General and administrative expenses $ 307,287 $ 313 $ 307,587 $ 2,064

Loss from operations ( 307,287 ) ( 313 ) ( 307,587 ) ( 2,064 )

Other income:

Investment income on investments held in Trust Account 3,873,223 — 3,873,223 —

Total other income 3,873,223 — 3,873,223 —

Net income (loss) $ 3,565,936 $ ( 313 ) $ 3,565,636 $ ( 2,064 )

Basic and diluted weighted average shares outstanding of Class A ordinary shares 36,813,187 — 18,508,287 —

Basic and diluted net income per share, Class A ordinary shares

$ 0.07 $ — $ 0.11 $ —

Basic and diluted weighted average shares outstanding of Class B ordinary shares (1)

12,500,000 12,500,000 12,500,000 12,500,000

Basic and diluted net income (loss) per share, Class B ordinary shares

$ 0.07 $ ( 0.00 ) $ 0.11 $ ( 0.00 )

(1) On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option.

All share and per share amounts as of June 30, 2022 have been retroactively restated to reflect the share surrender and share recapitalization events (see Note 4).

The accompanying notes are an integral part of these unaudited condensed financial statements.

ARES ACQUISITION CORPORATION II

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY

For the three months ended March 31, 2023

Class B Ordinary Shares Additional Paid-in Capital Accumulated Deficit Total Shareholder’s Equity

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

For the three and six months ended June 30, 2023

Class B Ordinary Shares Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity (Deficit)

Shares Amount

Balance as at December 31, 2022 (1)

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Balance as at March 31, 2023 (1)

For the three months ended March 31, 2022

Class B Ordinary Shares Additional Paid-in Capital Accumulated Deficit Total Shareholder’s Equity

12,500,000 1,250 23,750 ( 16,339 ) 8,661

Sale of Private Placement Warrants — — 14,300,000 — 14,300,000

Fair value of Public Warrants at issuance — — 2,625,000 — 2,625,000

Accretion of Class A ordinary shares to redemption amount — — ( 16,948,750 ) ( 22,990,152 ) ( 39,938,902 )

Net income — — — 3,565,936 3,565,936

Balance as at June 30, 2023 12,500,000 $ 1,250 $ — $ ( 19,440,555 ) $ ( 19,439,305 )

For the three and six months ended June 30, 2022

Class B Ordinary Shares Additional Paid-in Capital Accumulated Deficit Total Shareholders’ Equity

Shares Amount

Balance as at December 31, 2021 (1)

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Balance as at March 31, 2022 (1)

(1) Includes up to 437,500 Class B ordinary shares that were subject to forfeiture if the remaining over-allotment option was not exercised in full or in part by the underwriters (see Note 6).

All share and per share amounts have been retroactively restated to reflect the share surrender and share recapitalizations (see Note 4).

12,500,000 1,250 23,750 ( 14,248 ) 10,752

Net loss — — — ( 313 ) ( 313 )

Balance as at June 30, 2022 (1)

12,500,000 $ 1,250 $ 23,750 $ ( 14,561 ) $ 10,439

(1) On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option.

All share amounts have been retroactively restated to reflect the share surrender and share recapitalization events (see Note 4).

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CONDENSED STATEMENTS OF CASH FLOWS

For the three months ended March 31,

For the six months ended June 30,

Cash flows from operating activities:

Net loss $ ( 300 ) $ ( 1,751 )

Adjustments to reconcile net loss to net cash used in operating activities:

Payment of formation costs through promissory note - related party 300 1,751

Net income (loss) $ 3,565,636 $ ( 2,064 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Investment income earned on investments held in Trust Account ( 3,873,223 ) —

Changes in operating assets and liabilities:

Prepaid expenses ( 718,061 ) 625

Accrued expenses 194,412 —

Payment of formation costs through Promissory Note — 1,439

Net cash used in operating activities ( 831,236 ) —

Cash flows from investing activities:

Cash deposited in Trust Account ( 505,000,000 ) —

Net cash used in investment activities ( 505,000,000 ) —

Cash flows from financing activities:

Proceeds received from Initial Public Offering, gross 500,000,000 —

Proceeds received from sale of Private Placement Warrants 14,300,000 —

Proceeds received from Overfunding Loans 5,000,000 —

Repayment of Promissory Note ( 366,781 ) —

Payment of underwriter and advisory fee ( 10,000,000 ) —

Payment of offering costs ( 581,137 ) —

Net cash provided by financing activities 508,352,082 —

Net change in cash 2,520,846 —

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Supplemental disclosure of non-cash activities

Deferred offering costs included in accrued offering costs $ 219,445 $ ( 1,646 )

Deferred offering costs included in accrued expenses $ ( 185,391 ) $ ( 890 )

Deferred offering costs paid by Sponsor through Promissory Note $ 133,538 $ 17,266

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The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of March 31, 2023, the Company had not commenced any operations.

All activity for the period from March 15, 2021 (inception) through March 31, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below.

As of June 30, 2023, the Company had not commenced any operations.

All activity for the period from March 15, 2021 (inception) through June 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the closing of the Initial Public Offering, the search for a prospective initial business combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company anticipates it will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

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government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination and (ii) the distribution of the Trust Account, as described below.

(i) the consummation of a Business Combination;

and (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

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If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 4), and the Sponsor and the Company’s officers and directors have agreed to vote any Public Shares acquired in or after the Initial Public Offering in favor of a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Class B ordinary shares, and the Sponsor and the Company’s officers and directors have agreed to vote any Public Shares acquired in or after the Initial Public Offering in favor of a Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or abstain from voting on the proposed transaction.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct conversion pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from converting its shares with respect to more than an aggregate of 15 % or more of the Public Shares sold in the Initial Public Offering, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors have agreed (i) to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination and (ii) not to propose an amendment to (a) modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100 % of the Company’s Public Shares if the Company does not complete a Business Combination by the Combination Period (as defined below) or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Sponsor and the Company’s officers and directors have agreed (i) to waive their redemption rights with respect to their Class B ordinary shares and any Public Shares held by them in connection with the completion of a Business Combination and (ii) not to propose an amendment to (a) modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100 % of the Company’s Public Shares if the Company does not complete a Business Combination by the Combination Period (as defined below) or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company has until April 25, 2025 to complete a Business Combination (the “Combination Period”).

If the Company is unable to complete a Business Combination within the Combination Period, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable and up to $ 100,000 of interest income to pay liquidation expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to the other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which may expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to its Class B ordinary shares if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor or the Company’s officers or directors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

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Liquidity and Capital Resources

The Company’s liquidity needs as of March 31, 2023 have been satisfied through a contribution of $ 25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares and a loan of $ 344,283 from the Sponsor pursuant to the Promissory Note (see Note 4).

Following the closing of the Initial Public Offering as described above, the Company has approximately $ 3,400,000 in its operating bank account immediately after the offering.

As of June 30, 2023, the Company had $ 2,520,846 in its operating bank account and investments held in the Trust Account of $ 508,873,223 consisting of cash and a money market fund that invests solely in U.S.

government securities.

Interest income on the balance in the Trust Account may be used by us to pay taxes, and to pay up to $ 100,000 of any dissolution expenses.

The Company’s liquidity needs to date have been satisfied through a contribution of $ 25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Class B ordinary shares, a loan of $ 366,781 from the Sponsor pursuant to the Promissory Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account.

The Company repaid the Promissory Note in full on April 25, 2023.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may provide the Company with Working Capital Loans (see Note 4).

As of June 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

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Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year or any future period.

These unaudited condensed financial statements should be read in conjunction with the audited financial statements and

In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on May 2, 2023 and April 24, 2023, respectively.

for the fair statement of the balances and results for the periods presented.

The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year or any future period.

These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on May 2, 2023 and April 24, 2023, respectively.

Emerging Growth Company

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Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.

The preparation of these unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment.

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The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

Derivative Financial Instruments

The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period.

The classification of

As of June 30, 2023 and December 31, 2022, the Company had no cash equivalents held outside the Trust Account.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S.

government treasury obligation.

The Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities are included in investment income on investments held in Trust Account in the accompanying unaudited condensed statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period.

The Company will account for the Public Warrants and the Private Placement Warrants in accordance with the guidance contained in ASC 815.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000.

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

• Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

At June 30, 2023 and December 31, 2022, the carrying values of cash, accrued expenses, due to related party and advances from related party approximate their fair values due to the short-term nature of the instruments.

The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S.

government treasury obligation.

The fair value for trading securities is determined using quoted market prices in active markets.

Derivative Financial Instruments

The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period.

The Company accounts for the Public Warrants and the Private Placement Warrants in accordance with the guidance contained in ASC 815.

Such guidance provides that the warrants are not precluded from equity classification.

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Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

Deferred Offering Costs

Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to shareholder’s equity upon the completion of the Initial Public Offering on April 25, 2023.

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.

The Company incurred offering costs amounting to $ 28,540,679 as a result of the Initial Public Offering (consisting of $ 10,000,000 of underwriting fees, $ 17,500,000 of deferred underwriting fees, and $1,040,679 of other offering costs).

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’ equity.

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at June 30, 2023, 50,000,000 Class A ordinary shares, subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s unaudited condensed balance sheets.

At December 31, 2022, there were no Class A ordinary shares subject to possible redemption.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

This method would view the end of the reporting period as if it were also the redemption date for the security.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

At June 30, 2023, the Class A ordinary shares reflected in the accompanying unaudited condensed balance sheets is reconciled in the following table:

Gross proceeds $ 500,000,000

Proceeds allocated to Public Warrants ( 2,625,000 )

Class A ordinary shares issuance costs ( 28,540,679 )

Accretion of carrying value to redemption value 39,938,902

Class A ordinary shares subject to possible redemption as of June 30, 2023 $ 508,773,223

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.

Net Loss per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

Weighted average shares at March 31, 2023 and December 31, 2022, were reduced for the effect of an aggregate of 1,687,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised, in full or in part, by the underwriters (see Note 6).

At March 31, 2023 and December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the periods presented.

Concentration of Credit Risk

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition.

As of March 31, 2023 and December 31, 2022, the Company did not have cash held in any accounts at a financial institution.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss) per ordinary share is computed by dividing

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

net income (loss) by the weighted average number of ordinary shares outstanding during the period.

Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants because the exercise of the warrants is contingent upon the occurrence of future events.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:

For the three months ended June 30,

For the six months ended June 30,

2023 2022 2023 2022

Class A ordinary shares

Net income attributable to Class A ordinary shares

$ 2,662,036 $ — $ 2,128,264 $ —

Basic and diluted weighted average shares outstanding, Class A ordinary shares 36,813,187 — 18,508,287 —

Basic and diluted net income per share, Class A ordinary shares

$ 0.07 $ — $ 0.11 $ —

Class B ordinary shares

Net income (loss) attributable to Class B ordinary shares

$ 903,900 $ ( 313 ) $ 1,437,372 $ ( 2,064 )

Basic and diluted weighted average shares outstanding, Class B ordinary shares 12,500,000 12,500,000 12,500,000 12,500,000

Basic and diluted net income (loss) per share, Class B ordinary shares

$ 0.07 $ ( 0.00 ) $ 0.11 $ ( 0.00 )

Recent Accounting Pronouncements

INITIAL PUBLIC OFFERING

On April 25, 2023, the Company consummated its Initial Public Offering of 50,000,000 Units, including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $ 10.00 per Unit, generating gross proceeds of $ 500,000,000 , and incurring offering costs of $ 28,452,534 , of which $ 17,500,000 was for deferred underwriting commissions (see Note 5).

On April 25, 2023, the Company consummated its Initial Public Offering of 50,000,000 Units, including 5,000,000 additional Units to cover Over-Allotment Units, at $ 10.00 per Unit, generating gross proceeds of $ 500,000,000 , and incurring offering costs of $ 28,540,679 , of which $ 17,500,000 was for deferred underwriting commissions (see Note 5).

Each Unit consists of one Class A ordinary share and one-half of one Public Warrant.

Public Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable 30 days after the completion of a Business Combination.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company will use its commercially reasonable efforts to cause the registration statement to become effective within 60 business days after the closing of its initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if its Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

• in whole and not in part;

• at a price of $ 0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to

each warrant holder;

• if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants (Note 4) are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will be exercisable on a cashless basis, be non-redeemable and be entitled to registration rights.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

RELATED PARTY TRANSACTIONS

Founder Shares

On March 19, 2021, the Sponsor paid $ 25,000 to cover certain offering and formation costs of the Company in consideration of the Company’s Class B ordinary shares (the “Founder Shares”).

Through March 31, 2023, the Company effectuated a share surrender and share recapitalizations resulting in the Sponsor holding an aggregate of 12,937,500 , which would represent 20 % of the outstanding shares upon completion of the offering.

The Sponsor agreed to forfeit up to 1,687,500 Founder Shares to the extent that the underwriters’ over-allotment option was not exercised in full so that the Founder Shares would represent, on an as-converted basis, 20 % of the Company’s issued and outstanding shares after the Initial Public Offering.

Class B Ordinary Shares

On March 19, 2021, the Sponsor paid $ 25,000 to cover certain offering and formation costs of the Company in consideration of the Company’s Class B ordinary shares.

Through April 25, 2023, the Company effectuated a share surrender and share recapitalizations resulting in the Sponsor holding an aggregate of 12,937,500 Class B ordinary shares, which would represent 20 % of the outstanding shares upon completion of the offering.

The Sponsor agreed to forfeit up to 1,687,500 Class B ordinary shares to the extent that the underwriters’ over-allotment option was not exercised in full so that the Class B ordinary shares would represent, on an as-converted basis, 20 % of the Company’s issued and outstanding shares after the Initial Public Offering.

On April 25, 2023, the underwriters partially exercised the over-allotment option to purchase 5,000,000 Units;

thus, 1,250,000 Founder Shares were no longer subject to forfeiture.

The Class B ordinary shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 6.

The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) subsequent to the consummation of a Business Combination, (a) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Business Combination, or (b) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

thus, 1,250,000 Class B ordinary shares were no longer subject to forfeiture.

On June 5, 2023, following the expiration of the remaining over-allotment option, the Sponsor forfeited 437,500 Class B ordinary shares.

The Class B ordinary shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments, as described in Note 6.

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Sponsor has agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) subsequent to the consummation of a Business Combination, (a) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Business Combination, or (b) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note

2 unchanged sentences

The Promissory Note was non-interest bearing, unsecured and payable upon the completion of the Initial Public Offering.

As of March 31, 2023 and December 31, 2022, there were $ 344,283 and $ 233,243 , respectively, outstanding under the Promissory Note.

On April 25, 2023, in connection with the closing of the Initial Public Offering, the total balance of $ 366,781 of the Promissory Note was fully repaid to the Sponsor and borrowings under the Promissory Note are no longer available.

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company had borrowed $ 366,781 under the Promissory Note and fully repaid to the Sponsor on April 25, 2023.

Borrowings under the Promissory Note are no longer available.

Private Placement Warrants

Concurrently with the closing of the Initial Public Offering on April 25, 2023, the Company consummated the Private Placement of 14,300,000 Private Placement Warrants, including 1,000,000 additional Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $ 14,300,000 in a private placement to the Sponsor.

Concurrently with the closing of the Initial Public Offering, the Company consummated the Private Placement of 14,300,000 Private Placement Warrants, including 1,000,000 additional Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $ 14,300,000 in a private placement to the Sponsor.

Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $ 11.50 per share.

2 unchanged sentences

Overfunding Loans

Concurrently with the closing of the Initial Public Offering on April 25, 2023, the Sponsor extended the Base Overfunding Loan in the amount of $ 4,500,000 to the Company.

Concurrently with the closing of the Initial Public Offering, the Sponsor extended the Base Overfunding Loan in the amount of $ 4,500,000 to the Company.

On April 25, 2023, simultaneously with the sale of the Over-Allotment Units, the Sponsor further extended the Over-allotment Overfunding Loan in the amount of $ 500,000 to the Company, for an aggregate outstanding principal amount of $ 5,000,000 .

10 unchanged sentences

The warrants would be identical to the Private Placement Warrants.

As of March 31, 2023 and December 31, 2022, the Company had no outstanding borrowings under the Working Capital Loans.

As of June 30, 2023 and December 31, 2022, the Company had no outstanding borrowings under the Working Capital Loans.

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Administrative Service Fee

1 unchanged sentence

This arrangement will terminate upon completion of a Business Combination or the distribution of the Trust Account to the public shareholders.

The Company incurred $ 39,445 in expenses in connection with such services during the three months ended June 30, 2023.

These expenses were presented within general and administrative expenses in the accompanying unaudited condensed statements of operations.

As of June 30, 2023 and December 31, 2022, the Company had no outstanding balance in accrued expenses in connection with such services as reflected in the accompanying unaudited condensed balance sheets.

Advisory Agreement

2 unchanged sentences

The fees are reimbursed from a portion of the fees paid to the underwriters.

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of Working Capital Loans and Overfunding Loans (and the Class A ordinary shares underlying such warrants) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering.

The holders of the Class B ordinary shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of Working Capital Loans and Overfunding Loans (and the Class A ordinary shares underlying such warrants) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering.

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act.

In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations.

In addition, these holders will be entitled to “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

5 unchanged sentences

The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

SHAREHOLDER'S EQUITY

Contingent Fees

The Company has entered into fee arrangement with a service provider pursuant to which certain transaction fees and service fees will become payable only if the Company consummates a Business Combination.

If the Business Combination does not occur, the Company will not be required to pay these contingent fees.

As of June 30, 2023, the amount of these contingent fees with the service provider was approximately $ 0.7 million.

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SHAREHOLDERS' EQUITY (DEFICIT)

On April 20, 2023, the Company increased the authorized share capital of the Company from 300,000,000 Class A ordinary shares of a par value of $ 0.0001 each, 30,000,000 Class B ordinary shares of a par value of $ 0.0001 each and 1,000,000 preference shares of a par value of $ 0.0001 each, to 9,000,000,000 Class A ordinary shares each of a par value of $ 0.0001 each, 900,000,000 Class B ordinary shares each of a par value of $ 0.0001 each and 99,990,000 preference shares each of a par value of $ 0.0001 each.

Share amounts as of December 31, 2022 have been retroactively restated to reflect such increase.

Preference Shares — The Company is authorized to issue 99,990,000 preference shares with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors.

At March 31, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

At June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 9,000,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote for each share.

At March 31, 2023 and December 31, 2022, there were no Class A ordinary shares issued and outstanding.

At June 30, 2023 and December 31, 2022, there were no Class A ordinary shares issued and outstanding, excluding 50,000,000 shares at June 30, 2023 that are subject to possible redemption and are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the unaudited condensed balance sheets.

Class B Ordinary Shares — The Company is authorized to issue 900,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of the Company’s Class B ordinary shares are entitled to one vote for each ordinary share.

At March 31, 2023 and December 31, 2022, there were 12,937,500 Class B ordinary shares issued and outstanding, of which 1,687,500 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full so that the Class B ordinary shares would represent, on an as-converted basis, 20 % of the Company’s issued and outstanding shares after the Initial Public Offering.

As described in Note 4, these amounts have been retroactively restated to reflect the share surrender and share recapitalizations effectuated subsequent to March 31, 2023.

The underwriters exercised their over-allotment option in part on April 25, 2023 and 1,250,000 Class B ordinary shares were no longer subject to forfeiture.

On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option.

On June 5, 2023, following the expiration of the remaining over-allotment option, the Sponsor forfeited 437,500 Class B ordinary shares.

Share amounts as of December 31, 2022 have been retroactively restated to reflect the share surrender and share recapitalization events (see Note 4).

At June 30, 2023 and December 31, 2022, there were 12,500,000 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment.

As of June 30, 2023 and December 31, 2022, there were 39,300,000 warrants outstanding ( 14,300,000 Private Placement Warrants and 25,000,000 Public Warrants).

Public Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable 30 days after the completion of a Business Combination.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Once the warrants become exercisable, the Company may redeem the Public Warrants:

• in whole and not in part;

• at a price of $ 0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to

each warrant holder;

In addition, if (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

Additionally, the Private Placement Warrants will be exercisable on a cashless basis, be non-redeemable and be entitled to registration rights.

However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

Accordingly, the warrants may expire worthless.

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

At June 30, 2023, assets held in the Trust Account comprised of $ 508,873,223 investments in U.S.

government securities.

During the three and six months ended June 30, 2023, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s financial assets that is measured at fair value as of June 30, 2023, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

Description Quoted Prices in

Active Markets

(Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3)

Assets, at fair value

Investments held in Trust Account $ 508,873,223 $ — $ —

SUBSEQUENT EVENTS

Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued required potential adjustment to or disclosure in the unaudited condensed financial statements.

Other than as described in these financial statements in relation to the Company’s Initial Public Offering and related transactions, and as described below, the Company concluded that there have been no events that have occurred that would require adjustments to the unaudited condensed financial statements.

All shares have been retroactively restated to reflect the increase in authorized share capital.

The Company concluded that there have been no events that have occurred that would require adjustments to the unaudited condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements