What changed in this filing

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Item 1. Financial Statements

2023-11-07 compared with 2023-08-11 · 54 added, 53 removed, 391 unchanged (21% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

As of June 30, As of December 31,

As of September 30, As of December 31,

Current Assets:

15 unchanged sentences

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

50,000,000 shares subject to possible redemption at $ 10.31 per share at September 30, 2023

515,557,294 —

5 unchanged sentences

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

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

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

Class B ordinary shares, $ 0.0001 par value;

900,000,000 shares authorized (1) ;

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

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

Additional paid-in capital — 23,750

10 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

2023 2022 2023 2022

13 unchanged sentences

(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).

All share and per share amounts as of September 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.

1 unchanged sentence

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

For the three and six months ended June 30, 2023

For the three and nine months ended September 30, 2023

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

10 unchanged sentences

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

Accretion of Class A ordinary shares to redemption amount — — — ( 6,793,521 ) ( 6,793,521 )

Net income — — — 6,400,142 6,400,142

Balance as at September 30, 2023 12,500,000 $ 1,250 $ — $ ( 19,833,934 ) $ ( 19,832,684 )

For the three and nine months ended September 30, 2022

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

8 unchanged sentences

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

Net loss — — — ( 312 ) ( 312 )

Balance as at September 30, 2022 (1)

12,500,000 $ 1,250 $ 23,750 $ ( 14,873 ) $ 10,127

(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.

3 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

For the six months ended June 30,

For the nine months ended September 30,

Cash flows from operating activities:

22 unchanged sentences

Supplemental disclosure of non-cash activities

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

Offering costs included in accrued expenses $ ( 185,391 ) $ ( 1,393 )

Deferred offering costs paid by Sponsor through Promissory Note $ 133,538 $ 45,223

6 unchanged sentences

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 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.

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

All activity for the period from March 15, 2021 (inception) through September 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.

44 unchanged sentences

Risks and Uncertainties

Management has evaluated the impact of persistent inflation and rising interest rates, financial market instability, including the recent bank failures, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the conflict in Ukraine and the surrounding region, and has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.

Management has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

Liquidity and Capital Resources

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.

As of September 30, 2023, the Company had $ 2,254,493 in its operating bank account and investments held in the Trust Account of $ 515,657,294 consisting of cash and investments in U.S.

government securities.

3 unchanged sentences

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.

As of September 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.

4 unchanged sentences

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

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

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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.

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.

12 unchanged sentences

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

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

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

Investments Held in Trust Account

21 unchanged sentences

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.

As of September 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.

19 unchanged sentences

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.

Accordingly, as of September 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.

As of 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.

2 unchanged sentences

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:

As of September 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

2 unchanged sentences

Accretion of carrying value to redemption value 46,732,423

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

Class A ordinary shares subject to possible redemption as of September 30, 2023

$ 515,557,294

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.

2 unchanged sentences

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 June 30, 2023 and December 31, 2022.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 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.

5 unchanged sentences

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.

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

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

1 unchanged sentence

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,

For the three months ended September 30,

For the nine months ended September 30,

2023 2022 2023 2022

32 unchanged sentences

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

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.

As of December 31, 2022, there was $ 233,243 outstanding under such promissory note.

The outstanding amount of $ 366,781 as of April 25, 2023 was repaid in full to the Sponsor at the closing of the Initial Public Offering.

Borrowings under the Promissory Note were no longer available after consummation of the Initial Public Offering.

Private Placement Warrants

16 unchanged sentences

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

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

The warrants would be

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

identical to the Private Placement Warrants.

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

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.

The Company incurred $ 50,001 and $ 89,446 in expenses in connection with such services during the three and nine months ended September 30, 2023, respectively.

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.

As of September 30, 2023, 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

17 unchanged sentences

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.

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

ARES ACQUISITION CORPORATION II

4 unchanged sentences

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

As of September 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 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.

As of September 30, 2023 and December 31, 2022, there were no Class A ordinary shares issued and outstanding, excluding 50,000,000 shares as of September 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.

3 unchanged sentences

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.

As of September 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.

1 unchanged sentence

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 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).

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).

As of September 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.

26 unchanged sentences

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.

As of September 30, 2023, assets held in the Trust Account comprised of $ 515,657,294 of cash and 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:

During the three and nine months ended September 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 September 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

7 unchanged sentences

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