What changed in this filing

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Item 1. Financial Statements

2024-05-10 compared with 2023-11-07 · 106 added, 121 removed, 324 unchanged (41% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

As of September 30, As of December 31,

As of March 31, As of December 31,

Current Assets:

3 unchanged sentences

Investments held in Trust Account 529,887,253 523,038,352

Deferred offering costs — 511,395

Total assets $ 531,999,294 $ 525,453,425

Liabilities and shareholders’ equity (deficit)

Liabilities and shareholders’ deficit

Current liabilities:

Accrued expenses $ 409,112 $ 271,633

Promissory Note — 233,243

Due to related party 22,500 7,500

Total current liabilities 431,612 279,133

4 unchanged sentences

Class A ordinary shares, $ 0.0001 par value;

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

50,000,000 shares subject to possible redemption at $ 10.60 and $ 10.46 per share at March 31, 2024 and December 31, 2023, respectively

529,787,253 522,938,352

Shareholders’ equity (deficit)

Shareholders’ deficit

Preference shares, $ 0.0001 par value;

3 unchanged sentences

9,000,000,000 shares authorized;

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

none issued and outstanding (excluding 50,000,000 shares subject to possible redemption at March 31, 2024 and December 31, 2023)

Class B ordinary shares, $ 0.0001 par value;

900,000,000 shares authorized;

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

Additional paid-in capital — 23,750

12,500,000 shares issued and outstanding at March 31, 2024 and December 31, 2023

Accumulated deficit ( 20,720,821 ) ( 20,265,310 )

Total shareholders’ equity (deficit) ( 19,832,684 ) 8,961

Total liabilities and shareholders’ equity (deficit)

Total shareholders’ deficit ( 20,719,571 ) ( 20,264,060 )

Total liabilities and shareholders’ deficit

$ 531,999,294 $ 525,453,425

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

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.

1 unchanged sentence

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended September 30,

For the nine months ended September 30,

2023 2022 2023 2022

For the three months ended March 31,

General and administrative expenses $ 455,512 $ 300

6 unchanged sentences

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

$ 0.10 $ — $ 0.24 $ —

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

3 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 September 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 March 31, 2023 have been retroactively restated to reflect the share surrender and share recapitalization events and the share forfeitures (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 SHAREHOLDERS’ EQUITY (DEFICIT)

For the three and nine months ended September 30, 2023

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

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the three months ended March 31, 2024

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

Shares Amount

Balance as at December 31, 2022 (1)

12,500,000 $ 1,250 $ 23,750 $ ( 16,039 ) $ 8,961

Net loss — — — ( 300 ) ( 300 )

Balance as at March 31, 2023 (1)

Balance as of December 31, 2023

12,500,000 $ 1,250 $ — $ ( 20,265,310 ) $ ( 20,264,060 )

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 — — — ( 6,848,901 ) ( 6,848,901 )

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 )

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

Shares Amount

Balance as at December 31, 2021 (1)

— — — 6,393,390 6,393,390

Net loss — — — ( 1,751 ) ( 1,751 )

Balance as at March 31, 2022 (1)

Balance as of March 31, 2024

12,500,000 $ 1,250 $ — $ ( 20,720,821 ) $ ( 20,719,571 )

Net loss — — — ( 313 ) ( 313 )

Balance as at June 30, 2022 (1)

For the three months ended March 31, 2023

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

Shares Amount

Balance as of December 31, 2022 (1)

12,500,000 $ 1,250 $ 23,750 $ ( 16,039 ) $ 8,961

Net loss — — — ( 300 ) ( 300 )

Balance as at September 30, 2022 (1)

Balance as of March 31, 2023 (1)

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

(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).

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

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the nine months ended September 30,

For the three months ended March 31,

Cash flows from operating activities:

5 unchanged sentences

Accrued expenses 137,480 —

Due to related party 15,000 —

Payment of formation costs through promissory note — 300

Net cash used in operating activities ( 261,780 ) —

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 ( 590,587 ) —

Net cash provided by financing activities 508,342,632 —

Net change in cash ( 261,780 ) —

11 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 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.

As of March 31, 2024, the Company had not commenced any operations.

All activity for the period from March 15, 2021 (inception) through March 31, 2024 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.

2 unchanged sentences

The registration statement for the Company’s Initial Public Offering was declared effective on April 20, 2023.

On April 25, 2023, the Company consummated its Initial Public Offering of 50,000,000 units (the “Units” and, with respect to the shares Class A ordinary shares included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit, including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $ 10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $ 500,000,000 , and incurring offering costs of $ 28,550,129 , 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 (the “Units” and, with respect to the shares Class A ordinary shares included in the Units being offered, the “public shares”) at $ 10.00 per Unit, including 5,000,000 Units to cover over-allotments (the “Over-Allotment Units”), at $ 10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $ 500,000,000 , and incurring offering costs of $ 28,550,129 , 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 redeemable warrant (“Public Warrant”).

Simultaneously with the closing of the Initial Public Offering:

(i) the Company consummated the sale of 14,300,000 warrants (the “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 Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and (ii) the Sponsor extended to the Company a non-interest bearing promissory note of $ 4,500,000 (the “Base Overfunding Loan”) and an additional non-interest bearing promissory note of $ 500,000 (the “Over-allotment Overfunding Loan”) in connection with the sale of the Over-Allotment Units, for which both loans are collectively referred to as the “Overfunding Loans”, for a total outstanding balance of $ 5,000,000 (see Note 4).

(i) the Company consummated the sale of 14,300,000 warrants (the “Private Placement Warrants”), including 1,000,000 Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $ 14,300,000 , in a private placement to Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and (ii) the Sponsor extended to the Company a non-interest bearing promissory note of $ 4,500,000 (the “Base Overfunding Loan”) and an additional non-interest bearing promissory note of $ 500,000 (the “Over-allotment Overfunding Loan”) in connection with the sale of the Over-Allotment Units, for which both loans are collectively referred to as the “Overfunding Loans”, for a total outstanding balance of $ 5,000,000 (see Note 4).

Upon the closing of the Initial Public Offering and the private placement, $ 505,000,000 ($ 10.10 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the private placement and the Overfunding Loans were placed in a trust account (“Trust Account”) located in the United States and invested solely in U.S.

7 unchanged sentences

The Company will provide its holders of the outstanding public shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares upon the consummation of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

offer will be made by the Company, solely in its discretion.

made by the Company, solely in its discretion.

The public shareholders will be entitled to convert their public shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes paid or payable, if any).

9 unchanged sentences

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.

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 on the funds held in the Trust Account (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 may expire worthless if the Company fails to complete a Business Combination within the Combination Period.

11 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 as well as Hamas’ attack of Israel and the ensuing war.

Management has evaluated the impact of persistent inflation and rising interest rates, financial market instability and certain geopolitical events, including the ongoing conflicts in the Middle East and Ukraine.

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 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.

Going Concern Considerations, Liquidity and Capital Resources

As of March 31, 2024, the Company had $ 1,643,343 in its operating bank account and investments held in the Trust Account of $ 529,887,253 consisting of cash and investments 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.

Interest income on the balance in the Trust Account may be used by the Company 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 the 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 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.

Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

As of March 31, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loan.

Management has determined that the mandatory liquidation of the Trust Account, should a business combination not occur, raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the unaudited condensed financial statements are issued.

Management plans to complete the initial Business Combination prior to the mandatory liquidation date of the Trust Account and expects to receive financing from the Sponsor or an affiliate of the Sponsor to meet its obligations through the time of liquidation of the Trust Account or the completion of the initial Business Combination.

There is no financing that is currently committed and no assurance that the plans to consummate the initial Business Combination will be successful or successful within the Combination Period.

The unaudited condensed financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

SIGNIFICANT ACCOUNTING POLICIES

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

The operating results presented for interim periods

In the opinion of management, the

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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.

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 included in the Annual Report on Form 10-K for the year ended December 31, 2023 filed by the Company with the SEC on February 28, 2024.

Emerging Growth Company

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

The Company has $1,643,343 and $1,905,123 of cash as of March 31, 2024 and December 31, 2023, respectively.

The Company did not have cash equivalents held outside the Trust Account as of March 31, 2024 and December 31, 2023.

Investments Held in Trust Account

4 unchanged sentences

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.

Gains and losses resulting from the change in fair value of these securities are included in investment income on investments

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 quoted market prices in active markets.

Concentration of Credit Risk

11 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.

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.

As of March 31, 2024 and December 31, 2023, 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, 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.

Accordingly, as of March 31, 2024 and December 31, 2023, 50,000,000 Class A ordinary shares, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheets.

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.

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

As of March 31, 2024 and December 31, 2023, the Class A ordinary shares reflected in the accompanying unaudited condensed balance sheets are reconciled in the following table:

Gross proceeds $ 500,000,000

2 unchanged sentences

Accretion of carrying value to redemption value 54,113,481

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

Class A ordinary shares subject to possible redemption as of December 31, 2023

Accretion of carrying value to redemption value 6,848,901

Class A ordinary shares subject to possible redemption as of March 31, 2024

$ 529,787,253

3 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 September 30, 2023 and December 31, 2022.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023.

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

2 unchanged sentences

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

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Net Income (Loss) per Ordinary Share

1 unchanged sentence

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

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

Income 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.

2 unchanged sentences

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

For the three months ended September 30,

For the nine months ended September 30,

2023 2022 2023 2022

For the three months ended March 31,

Class A ordinary shares

3 unchanged sentences

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

$ 0.10 $ — $ 0.24 $ —

Class B ordinary shares

7 unchanged sentences

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-Allotment Units, at $ 10.00 per Unit, generating gross proceeds of $ 500,000,000 , and incurring offering costs of $ 28,550,129 , 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 Units to cover Over-Allotment Units, at $ 10.00 per Unit, generating gross proceeds of $ 500,000,000 , and incurring offering costs of $ 28,550,129 , 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.

7 unchanged sentences

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.

The Class B ordinary shares will

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

automatically convert into Class A ordinary shares upon consummation of a Business Combination, or earlier at the option of the holders of the Class B ordinary shares, 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 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.

3 unchanged sentences

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

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.

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

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

Private Placement Warrants

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.

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 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.

4 unchanged sentences

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 .

The Overfunding Loans will be repaid upon the closing of the initial Business Combination or converted into warrants of the post-business combination entity at a price of $ 1.00 per warrant (or any combination thereof), at the Sponsor’s discretion, which warrants will be identical to the Private Placement Warrants.

The Overfunding Loans will be repaid upon the closing of the initial Business Combination or converted into warrants of the post-business combination entity at a price of $ 1.00 per warrant (or any combination of repayment or conversion), at the Sponsor’s discretion, which warrants will be identical to the Private Placement Warrants.

The Overfunding Loans are being extended in order to ensure that the amount in the Trust Account is $ 10.10 per public share.

If the Company does not complete an initial Business Combination, the Company will not repay the Overfunding Loans from amounts held in the Trust Account, however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account.

As of March 31, 2024 and December 31, 2023, the Company had $ 5,000,000 outstanding in connection with the Overfunding Loans as reflected in the accompanying unaudited condensed balance sheets.

Working Capital Loans

4 unchanged sentences

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

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

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

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.

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 March 31, 2024 and December 31, 2023, 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 $ 50,001 and $ 89,446 in expenses in connection with such services during the three and nine months ended September 30, 2023, respectively.

The Company incurred $ 50,001 in expenses in connection with such services during the three months ended March 31, 2024.

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

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.

As of March 31, 2024 and December 31, 2023, the Company had no outstanding balance in accrued expenses in connection with such services as reflected in the accompanying unaudited condensed balance sheets.

Advances from Related Parties

Affiliates of the Sponsor paid certain operating costs on behalf of the Company.

These advances are due on demand and are non-interest bearing.

As of March 31, 2024 and December 31, 2023, the Company had $ 22,500 and $ 7,500 , respectively, outstanding in due to related party as reflected in the accompanying unaudited condensed balance sheets.

Advisory Agreement

14 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.

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Contingent Fees

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

As of September 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.

As of March 31, 2024, the amount of these contingent fees with the service provider was $ 732,045 .

SHAREHOLDERS’ DEFICIT

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.

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

As of March 31, 2024 and December 31, 2023, 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.

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.

As of March 31, 2024 and December 31, 2023, there were no Class A ordinary shares issued and outstanding, excluding 50,000,000 shares as of March 31, 2024 and December 31, 2023 that are subject to possible redemption and are presented as temporary equity, outside of the shareholders’ 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.

2 unchanged sentences

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).

As of September 30, 2023 and December 31, 2022, there were 12,500,000 Class B ordinary shares issued and outstanding.

As of March 31, 2024 and December 31, 2023, 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, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment.

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 of the Class B ordinary shares, 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 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 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.

As of March 31, 2024 and December 31, 2023, there were 39,300,000 warrants outstanding ( 14,300,000 Private Placement Warrants and 25,000,000 Public Warrants).

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

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

13 unchanged sentences

• 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.

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.

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 on such issuances, 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.

9 unchanged sentences

FAIR VALUE MEASUREMENTS

As of September 30, 2023, assets held in the Trust Account comprised of $ 515,657,294 of cash and investments in U.S.

As of March 31, 2024 and December 31, 2023, assets held in the Trust Account are comprised of $ 529,887,253 and $ 523,038,352 , respectively, of cash and investments in U.S.

government securities.

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:

During the three months ended March 31, 2024, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s financial assets that are measured at fair value as of March 31, 2024 and December 31, 2023, and indicates 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)

(Level 1) Significant Other

Observable Inputs

(Level 2) Significant Other

Unobservable Inputs

As of March 31, 2024:

Assets, at fair value

Investments held in Trust Account $ 529,887,253 $ — $ —

Description Quoted Prices in

Active Markets

(Level 1) Significant Other

Observable Inputs

(Level 2) Significant Other

Unobservable Inputs

As of December 31, 2023:

Assets, at fair value

Investments held in Trust Account $ 523,038,352 $ — $ —

SUBSEQUENT EVENTS

2 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