What changed in this filing

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Item 1. Financial Statements

2024-08-05 compared with 2024-05-10 · 81 added, 70 removed, 360 unchanged (30% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

As of March 31, As of December 31,

As of June 30, As of December 31,

Current Assets:

14 unchanged sentences

Class A ordinary shares, $ 0.0001 par value;

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

50,000,000 shares subject to possible redemption at $ 10.73 and $ 10.46 per share at June 30, 2024 and December 31, 2023, respectively

536,746,043 522,938,352

5 unchanged sentences

9,000,000,000 shares authorized;

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

none issued and outstanding (excluding 50,000,000 shares subject to possible redemption at June 30, 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 March 31, 2024 and December 31, 2023

12,500,000 shares issued and outstanding at June 30, 2024 and December 31, 2023

Accumulated deficit ( 21,094,244 ) ( 20,265,310 )

5 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

2024 2023 2024 2023

General and administrative expenses $ 373,422 $ 307,287 $ 828,934 $ 307,587

3 unchanged sentences

Total other income 6,958,789 3,873,223 13,807,691 3,873,223

Net income (loss) $ 6,393,390 $ ( 300 )

Net income $ 6,585,367 $ 3,565,936 $ 12,978,757 $ 3,565,636

Basic and diluted weighted average shares outstanding of Class A ordinary shares 50,000,000 36,813,187 50,000,000 18,508,287

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

$ 0.11 $ 0.07 $ 0.21 $ 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

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

$ 0.11 $ 0.07 $ 0.21 $ 0.11

(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 March 31, 2023 have been retroactively restated to reflect the share surrender and share recapitalization events and the share forfeitures (see Note 4).

All share and per 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 CHANGES IN SHAREHOLDERS’ DEFICIT

For the three months ended March 31, 2024

For the three and six months ended June 30, 2024

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

6 unchanged sentences

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

For the three months ended March 31, 2023

Accretion of Class A ordinary shares to redemption amount — — — ( 6,958,790 ) ( 6,958,790 )

— — — 6,585,367 6,585,367

Balance as at June 30, 2024

12,500,000 $ 1,250 $ — $ ( 21,094,244 ) $ ( 21,092,994 )

For the three and six months ended June 30, 2023

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

5 unchanged sentences

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 )

(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 three months ended March 31,

For the six months ended June 30,

Cash flows from operating activities:

Net income (loss) $ 6,393,390 $ ( 300 )

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

Net income $ 12,978,757 $ 3,565,636

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

Investment income earned on investments held in Trust Account ( 13,807,691 ) ( 3,873,223 )

3 unchanged sentences

Due to related party 15,750 —

Payment of formation costs through promissory note — 300

Net cash used in operating activities ( 508,341 ) ( 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 ( 508,341 ) 2,520,846

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 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.

As of June 30, 2024, the Company had not commenced any operations.

All activity for the period from March 15, 2021 (inception) through June 30, 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.

44 unchanged sentences

Risks and Uncertainties

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 evaluated the impact of persistent inflation and rising interest rates, financial market instability and certain geopolitical events.

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.

1 unchanged sentence

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.

As of June 30, 2024, the Company had $ 1,396,782 in its operating bank account and investments held in the Trust Account of $ 536,846,043 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 March 31, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loan.

As of June 30, 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.

25 unchanged sentences

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

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.

The Company has $1,396,782 and $1,905,123 of cash as of June 30, 2024 and December 31, 2023, respectively.

The Company did not have cash equivalents held outside the Trust Account as of June 30, 2024 and December 31, 2023.

Investments Held in Trust Account

22 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 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.

As of June 30, 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 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.

Accordingly, as of June 30, 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 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:

As of June 30, 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

4 unchanged sentences

Accretion of carrying value to redemption value 13,807,691

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

Class A ordinary shares subject to possible redemption as of June 30, 2024

$ 536,746,043

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 March 31, 2024 and December 31, 2023.

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

4 unchanged sentences

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Net Income (Loss) per Ordinary Share

Net Income per Ordinary Share

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

1 unchanged sentence

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.

Net income per ordinary share is computed by dividing net income 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 March 31,

The calculation of diluted net income 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 per ordinary share:

For the three months ended June 30,

For the six months ended June 30,

2024 2023 2024 2023

Class A ordinary shares

3 unchanged sentences

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

$ 0.11 $ 0.07 $ 0.21 $ 0.11

Class B ordinary shares

Net income (loss) attributable to Class B ordinary shares

Net income attributable to Class B ordinary shares

$ 1,317,073 $ 903,900 $ 2,595,751 $ 1,437,372

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

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

$ 0.11 $ 0.07 $ 0.21 $ 0.11

10 unchanged sentences

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

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

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.

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 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.

16 unchanged sentences

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.

As of June 30, 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

3 unchanged sentences

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

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

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

be convertible into warrants of the post-Business Combination entity at a price of $ 1.00 per warrant.

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 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.

As of June 30, 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 in expenses in connection with such services during the three months ended March 31, 2024.

The Company incurred $ 50,001 and $ 100,002 , respectively, during the three and six months ended June 30, 2024, and $ 39,445 for both the three and six months ended June 30, 2023 in expenses in connection with such services.

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

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.

As of June 30, 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.

The Sponsor, or an affiliate 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.

As of June 30, 2024 and December 31, 2023, the Company had $ 23,250 and $ 7,500 , respectively, outstanding in due to related party as reflected in the accompanying unaudited condensed balance sheets.

Advisory Agreement

19 unchanged sentences

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

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

As of June 30, 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 March 31, 2024 and December 31, 2023, there were no preference shares issued or outstanding.

As of June 30, 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 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.

As of June 30, 2024 and December 31, 2023, there were no Class A ordinary shares issued and outstanding, excluding 50,000,000 shares as of June 30, 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.

As of March 31, 2024 and December 31, 2023, there were 12,500,000 Class B ordinary shares issued and outstanding.

As of June 30, 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.

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 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).

As of June 30, 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.

26 unchanged sentences

FAIR VALUE MEASUREMENTS

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.

As of June 30, 2024 and December 31, 2023, assets held in the Trust Account are comprised of cash and investments in U.S.

government securities.

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

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:

During the three and six months ended June 30, 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 June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

As of June 30, As of December 31,

Description Level 2024 2023

Assets, at fair value

4 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