What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-12 compared with 2024-08-05 · 52 added, 44 removed, 397 unchanged (19% 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:

14 unchanged sentences

Class A ordinary shares, $ 0.0001 par value;

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

50,000,000 shares subject to possible redemption at $ 10.88 and $ 10.46 per share at September 30, 2024 and December 31, 2023, respectively

544,153,852 522,938,352

5 unchanged sentences

9,000,000,000 shares authorized;

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

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

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

Accumulated deficit ( 21,537,251 ) ( 20,265,310 )

5 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,

2024 2023 2024 2023

17 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the three and six months ended June 30, 2024

For the three and nine months ended September 30, 2024

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

8 unchanged sentences

— — — 6,585,367 6,585,367

Balance as at June 30, 2024

Balance as of 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

Accretion of Class A ordinary shares to redemption amount — — — ( 7,407,809 ) ( 7,407,809 )

Net income — — — 6,964,802 6,964,802

Balance as of September 30, 2024

12,500,000 $ 1,250 $ — $ ( 21,537,251 ) $ ( 21,536,001 )

For the three and nine months ended September 30, 2023

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

Shares Amount

8 unchanged sentences

Net income — — — 3,565,936 3,565,936

Balance as at June 30, 2023

Balance as of 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 of September 30, 2023

12,500,000 $ 1,250 $ — $ ( 19,833,934 ) $ ( 19,832,684 )

(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:

9 unchanged sentences

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

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

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

Cash flows from financing activities:

19 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, 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.

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

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

48 unchanged sentences

Going Concern Considerations, Liquidity and Capital Resources

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.

As of September 30, 2024, the Company had $ 1,189,876 in its operating bank account and investments held in the Trust Account of $ 544,253,852 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, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loan.

As of September 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 $1,396,782 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.

The Company has $1,189,876 and $1,905,123 of cash as of September 30, 2024 and December 31, 2023, respectively.

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

Investments Held in Trust Account

3 unchanged sentences

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

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

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

Trading securities are presented on the 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

ARES ACQUISITION CORPORATION II

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

held in Trust Account in the accompanying unaudited condensed statements of operations.

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.

12 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 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.

As of September 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.

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

government treasury obligation.

government treasury obligations.

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

16 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 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.

Accordingly, as of September 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 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 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:

As of September 30, 2024 and December 31, 2023, the Class A ordinary shares reflected in the accompanying condensed balance sheets are reconciled in the following table:

Gross proceeds $ 500,000,000

4 unchanged sentences

Accretion of carrying value to redemption value 21,215,500

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

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

$ 544,153,852

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 June 30, 2024 and December 31, 2023.

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

12 unchanged sentences

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,

For the three months ended September 30,

For the nine months ended September 30,

2024 2023 2024 2023

45 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 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.

As of September 30, 2024 and December 31, 2023, the Company had $ 5,000,000 outstanding in connection with the Overfunding Loans as reflected in the accompanying condensed balance sheets.

Working Capital Loans

9 unchanged sentences

The warrants would be identical to the Private Placement Warrants.

As of June 30, 2024 and December 31, 2023, the Company had no outstanding borrowings under the Working Capital Loans.

As of September 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 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.

The Company incurred $ 50,001 and $ 150,003 , respectively, during the three and nine months ended September 30, 2024, and $ 50,001 and $ 89,446 , respectively, during the three and nine months ended September 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 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.

As of September 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 condensed balance sheets.

Advances from Related Parties

1 unchanged sentence

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

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.

As of September 30, 2024 and December 31, 2023, the Company had $ 45,449 and $ 7,500 , respectively, outstanding in due to related party as reflected in the accompanying 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 June 30, 2024, the amount of these contingent fees with the service provider was $ 732,045 .

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

As of September 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 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.

As of September 30, 2024 and December 31, 2023, there were no Class A ordinary shares issued and outstanding, excluding 50,000,000 shares as of September 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 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 June 30, 2024 and December 31, 2023, there were 12,500,000 Class B ordinary shares issued and outstanding.

As of September 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 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).

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

As of September 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 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,

During the three and nine months ended September 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 September 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 September 30, As of December 31,

Description Level 2024 2023

5 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