What changed in this filing

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Item 9A. Controls and Procedures

2025-03-12 compared with 2024-02-28 · 282 added, 200 removed, 829 unchanged (37% of the section changed)

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Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Management’s Report on Internal Control over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013).

Based on our assessments and those criteria, management determined that our internal control over financial reporting were effective as of December 31, 2024.

This Annual Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

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Felicia Thornton.

Kaplan serves as Chief Executive Officer and is Co-Chairman of the board of directors of Ares Acquisition Corporation II.

Kaplan serves as Chief Executive Officer and is a Co-Chairman of the board of directors of Ares Acquisition Corporation II.

Kaplan is a Co-Founder, Director and Partner of Ares Management Corporation.

He is a member of the Ares Executive Management Committee and serves on several Ares Investment Committees including, among others, the Ares Corporate Opportunities and Ares Special Opportunities Investment Committees.

He serves on several Ares Investment Committees including, among others, the Ares Private Equity Group’s Corporate Opportunities, Energy Opportunities and Extended Value Investment Committees and the Ares Credit Group’s Opportunistic Credit Investment Committee.

Kaplan joined Ares in 2003 from Shelter Capital Partners, LLC, where he was a Senior Principal from June 2000 to April 2003.

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Kaplan also serves as a member of the board of directors of X-Energy Reactor Company, LLC and as the Chairman of the board of directors of the parent entity of Cooper’s Hawk Winery & Restaurants.

Kaplan’s previous public company board experience includes Floor & Decor Holdings, Inc., Maidenform Brands, Inc., where he served as the company’s Chairman, GNC Holdings, Inc., Dominick’s Supermarkets, Inc., Stream Global Services, Inc., Orchard Supply Hardware Stores Corporation, Smart & Final, Inc., Allied Waste Industries Inc.

and Ares Acquisition Corporation.

Kaplan also currently serves as Chairman of the Board of Directors of Cedars-Sinai Medical Center, and on the President’s Advisory Group of the University of Michigan.

and Allied Waste Industries Inc.

Kaplan also currently serves as Chairman of the Board of Directors of Cedars-Sinai Medical Center, and is on the Board of Trustees at the Los Angeles County Museum of Art (LACMA).

Kaplan graduated with High Distinction, Beta Gamma Sigma, from the University of Michigan with a Bachelor of Business Administration degree, concentrating in Finance.

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Kaplan is well qualified to serve as the Co-Chairman of our board of directors due to his knowledge of and extensive experience with leveraged finance, acquisitions and private equity investments, in addition to his service as a director of other public and private companies.

Michael J Arougheti serves as Co-Chairman of the board of directors of Ares Acquisition Corporation II.

Arougheti is a Co-Founder, the Chief Executive Officer and President, and a Director of Ares Management Corporation.

He is a member of the Ares Executive Management Committee, the Ares Enterprise Risk Committee and is on the Board of Directors of the Ares Charitable Foundation.

He additionally serves as Co-Chairman of Ares Capital Corporation (“ARCC”) and as a director of Ares Commercial Real Estate Corporation (“ACRE”).

Arougheti is also a member of the Ares Credit Group’s U.S.

Michael J Arougheti serves as a Co-Chairman of the board of directors of Ares Acquisition Corporation II.

Arougheti is a Co-Founder, the Chief Executive Officer and a Director of Ares Management Corporation.

He is a member of the Ares Operating Committee, the Ares Enterprise Risk Committee and is on the Board of Directors of the Ares Charitable Foundation.

He additionally serves as Executive Vice President and Director of Ares Capital Corporation (“ARCC”).

Arougheti also is a member of the Ares Credit Group’s U.S.

Direct Lending and Pathfinder Investment Committees, the Ares Equity Income Opportunity Strategy Portfolio Review Committee and the Ares Sports, Media and Entertainment Investment Committee.

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Arougheti oversaw an investment team that originated, managed and monitored a diverse portfolio of middle-market leveraged loans, senior and junior subordinated debt, preferred equity and common stock and warrants on behalf of RBC and other third-party institutional investors.

Arougheti joined RBC in October 2001 from Indosuez Capital, where he was a Principal and an Investment Committee member, responsible for originating, structuring and executing leveraged transactions across a broad range of

products and asset classes.

Prior to joining Indosuez in 1994, Mr.

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Arougheti also serves on the board of directors of Operation HOPE, a not-for-profit organization focused on expanding economic opportunity in underserved communities through education and empowerment.

Additionally, Mr.

Arougheti is a member of the PATH Organization Leadership Council.

Arougheti previously served as the Co-Chairman of the board of directors of Ares Acquisition Corporation from 2020 to 2023.

Additionally, he is a member of the PATH Organization Leadership Council.

Arougheti received a B.A.

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Phillips is a Partner and Chief Financial Officer of Ares Management Corporation.

He is a member of the Ares Executive Management Committee and the Ares Enterprise Risk Committee.

He serves on the Ares Operating Committee and the Ares Enterprise Risk Committee.

Prior to this, he served as Chief Accounting Officer from January 2016 to July 2021.

Prior to joining Ares in 2016, Mr.

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Phillips holds a Certified Public Accountant license (inactive) in the State of California.

Allyson Satin serves as Chief Operating Officer of Ares Acquisition Corporation II.

Satin is a Partner in the Corporate Strategy Group of Ares Management Corporation, where she focuses on the firm’s SPAC business.

Allyson Satin serves as the Chief Operating Officer of Ares Acquisition Corporation II.

Satin is a Partner in the Ares Corporate Strategy Group of Ares Management Corporation, where she focuses on the firm’s SPAC business.

From 2009 to 2020, Ms.

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Satin was an investment banking Analyst in the Global Financial Sponsors Group at Barclays Capital (formerly Lehman Brothers).

Satin currently serves as a member of the board of directors of the parent entity of 99 Cents Only Stores LLC and of X-Energy Reactor Company, LLC.

Satin currently serves as a member of the board of directors of X-Energy Reactor Company, LLC.

Satin holds a B.S.

from the University of California, Berkeley Haas School of Business in Business Administration.

Peter Ogilvie serves as Executive Vice President of Strategy of Ares Acquisition Corporation II.

Ogilvie is a Partner and Head of the Corporate Strategy Group of Ares Management Corporation.

Peter Ogilvie serves as the Executive Vice President of Strategy of Ares Acquisition Corporation II.

Ogilvie is a Partner and Head of the Ares Corporate Strategy Group of Ares Management Corporation.

Additionally, he serves as a member of the Ares Operating Committee and the Management Capital Markets Investment Committee.

Ogilvie co-founded the Corporate Strategy Group to drive growth and development across the Ares platform through acquisitions, balance sheet investments, partnerships and new team onboarding.

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Brad Coleman serves as a director of Ares Acquisition Corporation II.

Coleman currently serves as an independent advisor to alternative asset managers and is an Operating Partner at SLR Capital Partners, focused on strategy and strategic growth.

Coleman is a Partner of SLR Capital Partners, an independent boutique alternative asset manager focused on direct lending and asset-based specialty finance.

Coleman served as an Operating Partner at SLR Capital Partners from September 2023 to December 2023 and as a Senior Advisor to Hunter Point Capital from January 2023 to January 2024.

Previously, Mr.

Coleman served as Managing Director and Head of GP Coverage at Hunter Point Capital from April 2021 to December 2022 and as a Senior Advisor to Hunter Point Capital from January 2023 to December 2023.

Prior to his role at Hunter Point Capital, Mr.

Coleman served as Managing Director and Head of GP Coverage at Hunter Point Capital and prior to his role at Hunter Point Capital, Mr.

Coleman accumulated over 30 years of investment banking and capital markets experience at Citi and its predecessor firms, primarily focusing on Private Equity, the Alternative Asset Sector, and GP Solutions.

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We believe that Mr.

Coleman is well qualified to serve on our board of directors due to his extensive global origination and execution experience spanning various industries, including M&A, leveraged finance, equities, derivatives, and GP-related transactions.

Hirz serves as a director of Ares Acquisition Corporation II.

Hirz serves as a member of the board of directors of Heritage Grocers Group and as a strategic advisor to Nexus Capital Management, a Los Angeles-based private equity firm.

Hirz served as President and Chief Executive Officer as well as a member the board of directors of Smart & Final Stores, Inc.

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Hirz received a B.B.A.

in Finance and Economics & Political Science from California State University,

in Finance and Economics & Political Science from California State University, Fullerton.

We believe that Mr.

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Felicia Thornton serves as a director of Ares Acquisition Corporation II.

Thornton currently serves as Chair of the board of directors of the parent entity of 99 Cents Only Stores LLC having previously held executive positions at 99 Cents Only Stores LLC, including Vice Chair from February 2018 to March 2023, Interim Chief Executive Officer from June 2019 to March 2020 and Chief Financial Officer and Treasurer from November 2015 to August 2018.

Thornton currently serves as a member of the boards of directors of PACTIV Evergreen Inc., a fresh food packaging company, where she currently serves as the chair of the Audit Committee and as a member of the Nominating and Corporate Governance Committee, Convergint Technologies Group L.P., a global independent security integration company, where she currently serves as the chair of the Audit Committee, CoolSys, Inc., a private refrigeration and HVAC servicing company, where she currently serves as chair of the Audit Committee and Floor & Decor Holdings, Inc., a specialty retailer of hard surface flooring and related accessories, where she currently serves as the chair of the Nominating and Corporate Governance Committee.

Thornton currently serves as a member of the board of directors of PACTIV Evergreen Inc., which announced in December 2024 that it will combine with Novolex to create a leading platform in manufacturing food, beverage and specialty packaging products, where she currently serves as the

chair of the Audit Committee and as a member of the Nominating and Corporate Governance Committee.

Thornton is a member of the boards of directors and Chair of the Audit Committee of Convergint Technologies and CoolSys, Inc., both private companies.

Thornton also serves on the board of directors of Floor & Decor Holdings, Inc., a specialty retailer of hard surface flooring and related accessories, where she currently serves as the Chair of the Nominating and Corporate Governance Committee.

Previously, Ms.

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Thornton served as Group Vice President responsible for retail operations.

Thornton has served as a member of the boards of directors of public and private companies, including Ares Acquisition Corporation from 2021 to 2023, Nordstrom, Inc., a luxury retailer, from November 2010 to May 2012 and for Knowledge Universe Education, Inc.

from November 2006 to May 2012.

Thornton is a fellow of the National Association of Corporate Directors and a member of the Latino Corporate Director Association.

Thornton has served as a member of the boards of directors of public and private companies, including Nordstrom, Inc., a luxury retailer, from November 2010 to May 2012, Knowledge Universe Education, Inc.

from November 2006 to May 2012, and the parent entity of 99 Cents Only Stores LLC from March 2023 to January 2025, in addition to having previously held various executive positions at 99 Cents Only Stores LLC.

Thornton is a fellow of the National Association of Corporate Directors (“NACD”), NACD Directorship Certification and a member of the Latino Corporate Director Association.

Thornton received a B.S.

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Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association provides that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.

Our amended and restated memorandum and articles of association provides that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice president, secretary, treasurer and such other offices as may be determined by the board of directors.

Director Independence

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Our board of directors has determined that each of Brad Coleman, David G.

Hirz and Felicia Thornton are “independent directors” as defined in the NYSE

listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Hirz and Felicia Thornton are “independent directors” as defined in the NYSE listing standards and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

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Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation committee and the nominating

committee of a listed company be comprised solely of independent directors.

The charter of each committee is available on our website.

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Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are specified in a charter to be adopted by us, generally provides that persons to be nominated:

The guidelines for selecting nominees, which are specified in our nominating committee charter, generally provides that persons to be nominated:

• should have demonstrated notable or significant achievements in business, education or public service;

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The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant,

external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Compensation Committee Interlocks and Insider Participation

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We intend to disclose any amendments to or waivers of certain provisions of our Code of Business Conduct and Ethics in a Current Report on Form 8-K.

Insider Trading Policy

Our board of directors has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations.

In addition, with regard to our trading in our own securities, it is our policy to comply with all applicable insider trading laws, rules, and regulations.

Our insider trading policy is filed as an exhibit to this Annual Report.

Hedging and Speculative Trading

Our board of directors has adopted, as part of our Insider Trading Policy, prohibitions against our officers or directors buying or selling puts or calls or other derivative securities based on our securities (other than derivative securities issued by us, such as convertible notes).

In addition, such persons are prohibited from short-selling our securities or entering into hedging or monetization transactions or similar arrangements with respect to our securities.

Pledging of Company Securities

Our board of directors has adopted, as part of our Insider Trading Policy, prohibitions against our officers or directors holding our securities in a margin account or pledging our securities as collateral for a loan.

Conflicts of Interest

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In addition, investment ideas generated within or presented to Ares or our directors and executive officers may be suitable for both us and Ares, a current or future Ares fund or one or more of their portfolio companies and, subject to applicable fiduciary duties or contractual obligations, will first be directed to Ares, such fund, investment vehicle or portfolio company before being directed, if at all, to us.

None of Ares or any of our directors and executive officers who are also employed by Ares or its affiliates have any

obligation to present us with any opportunity for a potential business combination of which they become aware in their capacities as employees of Ares, its funds or their portfolio companies.

None of Ares or any of our directors and executive officers who are also employed by Ares or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware in their capacities as employees of Ares, its funds or their portfolio companies.

However, we do not expect these duties or contractual obligations to materially affect our ability to complete our initial business combination.

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Investment Management, Various

Director, Co-Founder

Director, Co-Founder, Partner

X-Energy Reactor Company, LLC

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Cedars-Sinai Medical Center

Los Angeles County Museum of Art Non-profit Trustee

Michael J Arougheti .

1 unchanged sentence

Investment Management, Various

Director, Co-Founder President, Chief Executive Officer

Ares Commercial Real

Estate Corporation

Investment Management

Director, Co-Founder, Chief Executive Officer

Ares Capital Corporation

Investment Management

Director, Executive Vice President

Ares Charitable Foundation Non-profit Director

Operation HOPE

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Investment Management, Various

Chief Financial Officer

Chief Financial Officer, Partner

School on Wheels Non-profit Director

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Investment Management, Various

Number Holdings, Inc.

Retail Director

X-Energy Reactor Company, LLC

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Brad Coleman .

SLR Capital Partners Asset Manager Management Operating Partner

SLR Capital Partners Asset Manager Management Partner

Heritage Grocers Group Retail Director

Felicia Thornton .

Number Holdings, Inc.

Floor & Decor Holdings,

Retail Director

Convergint Technologies

Technology Director

Convergint Technologies Technology Director

Coolsys, Inc.

Service Director

Floor & Decor Holdings, Inc.

Retail Director

PACTIV Evergreen, Inc.

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Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provides indemnification against willful default, fraud or the consequences of committing a crime.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime.

Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

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We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner except that Forms 3, reporting initial ownership for David B.

Kaplan, Jarrod Phillips, Peter Ogilvie, Felicia Thornton, Michael Arougheti, Allyson Satin and Ares Acquisition Holdings II LP, were inadvertently filed one day late on April 21, 2023.

Executive Compensation

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We pay fees in cash to each of our independent directors for service on our board of directors in the amounts of $150,000 per year, effective from their respective dates of appointment.

The following table sets forth compensation for independent directors for the fiscal year ended December 31, 2023.

Name Fees earned or paid in cash Total

The following table sets forth compensation for independent directors for the years ended December 31, 2024 and 2023.

Name Year Fees earned or paid in cash

Brad Coleman 2024 $ 150,000

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In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

In addition, certain affiliates of our Sponsor will be entitled to reimbursement for any out-of-pocket expenses (or an allocable portion of such expenses), to the extent that such affiliates incur expenses for services provided to us before our initial business combination.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our and their respective affiliates.

In addition, certain affiliates of our Sponsor are entitled to reimbursement for any out-of-pocket expenses (or an allocable portion of such expenses), to the extent that such affiliates incur expenses for services provided to us before our initial business combination.

Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our and their respective affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than quarterly audit committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements and fees paid in cash to our independent directors as described above, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

After the completion of our initial business combination, directors or executive officers who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to

the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or executive officers.

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• each of our executive officers and directors that beneficially owns our ordinary shares;

• all our executive officers and director as a group.

The following table is based on 62,500,000 ordinary shares issued and outstanding at February 23, 2024, of which 50,000,000 were Class A ordinary shares and 12,500,000 were Class B ordinary shares.

• all our executive officers and directors as a group.

The following table is based on 62,500,000 ordinary shares issued and outstanding as of March 6, 2025, of which 50,000,000 were Class A ordinary shares and 12,500,000 were Class B ordinary shares.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.

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Name and Address of Beneficial Owner (1)

Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned (2)

Approximate Percentage of Class Approximate Percentage of Ordinary Shares

Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned Approximate Percentage of Class Approximate Percentage of Ordinary Shares

Ares Acquisition Holdings II LP (our Sponsor) (2)(3)

— — 12,500,000 100.0 % 20.0 %

First Trust Capital Management L.P.

4,423,165 8.8 % — — 7.1 %

AQR Capital Management, LLC (5)

3,499,999 7.0 % — — 5.6 %

Westchester Capital Management, LLC (6)

3,098,687 6.2 % — — 5.0 %

Ramya Rao (7)

3,538,577 7.1 % — — 5.7 %

Wealthspring Capital LLC (8)

5,094,666 10.2 % — — 8.2 %

HGC Investment Management Inc.

4,881,504 9.8 % — — 7.8 %

Kaplan — — — (10)

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(2) Interests shown consist solely of Class B ordinary shares.

Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the at the option of the holders of the Class B ordinary shares (as discussed in Note 6).

(3) Ares Acquisition Holdings II LP (our Sponsor) is a Cayman Islands limited partnership managed by affiliates of Ares.

Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or at any time and from time to time at the option of the holders of the Class B ordinary shares (as discussed in Note 6).

(3) Ares Acquisition Holdings II LP (our Sponsor) is a Cayman Islands exempted limited partnership managed by affiliates of Ares.

Ares Acquisition Holdings II is the general partner of our Sponsor.

Ares Investment Holdings LLC is the sole shareholder of Ares Acquisition Holdings II.

Ares Investment Holdings LLC is an indirect subsidiary of Ares Management Corporation (“Ares”).

Ares Investment Holdings LLC is an indirect subsidiary of Ares.

Ares Management GP LLC (“Ares Management GP”) is the sole holder of the Class B common stock, $0.01 par value per share, of Ares (the “Ares Class B Common Stock”) and Ares Voting LLC (“Ares Voting”) is the sole holder of the Class C common stock, $0.01 par value per share, of Ares (the “Ares Class C Common Stock”).

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The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC (“Ares Partners”).

Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R.

Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, R.

Kipp deVeer, David B.

Kaplan, Antony Ressler and Bennett Rosenthal.

Kaplan, Antony P.

Ressler and Bennett Rosenthal.

Ressler generally has veto authority over board decisions.

(4) Does not include any shares indirectly owned by this individual as a result of his partnership interest in our Sponsor.

(4) Based on information provided by First Trust Merger Arbitrage Fund (“VARBX”) on Schedule 13G, filed with the SEC on November 14, 2024 (filed jointly with First Trust Capital Management L.P.

(“FTCM”), First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP LLC (“Sub GP”)).

As of September 30, 2024, VARBX owned 4,123,096 of our Class A ordinary shares and FTCM, FTCS and Sub GP each reported ownership

over 4,423,165 of our Class A ordinary shares.

As investment manager of VARBX and various client accounts that hold the reported securities, FTCM has the authority to vote or dispose of the reported securities.

FTCS and Sub GP may be deemed to control FTCM and therefore may also be deemed to be beneficial owners of the securities.

No one individual controls FTCS or Sub GP.

FTCS and Sub GP do not own any of our Class A ordinary shares for their own accounts.

The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

The principal business address of FTCM, FTCS and Sub GP is 225 W.

Wacker Drive, 21st Floor, Chicago, IL 60606.

(5) Based on information provided by AQR Capital Management, LLC on Schedule 13G, filed with the SEC on November 14, 2024 (filed jointly with AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC (together with AQR Capital Management, LLC, “AQR”)).

As of September 30, 2024, AQR reported aggregate beneficial ownership of 3,499,999 of our Class A ordinary shares with sole voting power over 0 Class A ordinary shares, shared voting power over 3,499,999 Class A ordinary shares, sole dispositive power over 0 Class A ordinary shares and shared dispositive power over 3,499,999 Class A ordinary shares.

The principal business address of AQR is One Greenwich Plaza, Greenwich, CT 06830.

(6) Based on information provided by Westchester Capital Management, LLC (“Westchester Capital”) on Schedule 13G, filed with the SEC on November 14, 2024 (filed jointly with Virtus Investment Advisers, Inc.

(“Virtus”) and The Merger Fund (“TMF” and, together with Westchester Capital Management, and Virtus, “Westchester”)).

As of September 30, 2024, Westchester reported aggregate beneficial ownership of 3,098,687 of our Class A ordinary shares.

With respect to such amount:

Westchester Capital reported sole voting and dispositive power over 132,786 Class A ordinary shares and shared voting and dispositive power over 2,965,901 Class A ordinary shares, Virtus reported shared voting and dispositive power over 2,965,901 Class A ordinary shares, and TMF reported shared voting and dispositive power over 2,743,497 Class A ordinary shares.

Virtus acts as investment adviser to each of TMF, The Merger Fund VL (“MF VL”) and Virtus Westchester Credit Event Fund (“CEF”).

Westchester Capital acts as sub-advisor to each of TMF, MF VL, CEF and JNL Multi-Manager Alternative Fund (“JARB” and, together with TMF, MF VL, and CEF, the “Funds”) and may be deemed to beneficially own shares of ordinary shares held by TMF, MF VL, CEF and JARB.

Roy Behren and Mr.

Shannon each serve as Co-Presidents of Westchester Capital.

By virtue of these relationships, Westchester Capital and Messrs.

Behren and Shannon may be deemed to beneficially own the Class A ordinary shares held by the Funds, however, each of the reporting persons and Messrs.

Behren and Shannon disclaim beneficial ownership of such shares of Class A ordinary shares, except to the extent of their pecuniary interest therein.

The principal business address of Westchester Capital is 100 Summit Drive, Valhalla, NY 10595.

The principal business address of Virtus is One Financial Plaza, Hartford, CT 06103.

The principal business address of TMF is 101 Munson Street, Greenfield, MA 01301-9683.

(7) Based on information provided by Ramya Rao on Schedule 13G, filed with the SEC on November 13, 2024.

As of September 30, 2024, Ramya Rao reported aggregate beneficial ownership of 3,538,577 of our Class A ordinary shares with sole voting power over 3,538,577 Class A ordinary shares, shared voting power over 0 Class A ordinary shares, sole dispositive power over 3,538,577 Class A ordinary shares and shared dispositive power over 0 Class A ordinary shares.

The principal business address of Ramya Rao is 1 Churchill Place, London – E14 5HP.

(8) Based on information provided by Wealthspring Capital LLC on Schedule 13G/A, filed with the SEC on April 10, 2024 (filed jointly with Matthew Simpson (together with Wealthspring Capital LLC, “Wealthspring”)).

As of March 31, 2024, Wealthspring reported aggregate beneficial ownership of 5,094,666 of our Class A ordinary shares with sole voting power over 0 Class A ordinary shares, shared voting power over 5,094,666 Class A ordinary shares, sole dispositive power over 0 Class A ordinary shares and shared dispositive power over 5,094,666 Class A ordinary shares.

The principal business address of Wealthspring is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.

(9) Based on information provided by HGC Investment Management Inc.

on Schedule 13G, filed with the SEC on February 14, 2024.

As of December 31, 2023, HGC Investment Management Inc.

reported aggregate beneficial ownership of 4,881,504 of our Class A ordinary shares with sole voting power over 4,881,504 Class A ordinary shares, shared voting power over 0 Class A ordinary shares, sole dispositive power over 4,881,504 Class A ordinary shares and shared dispositive power over 0 Class A ordinary shares.

The principal business address of HGC Investment Management Inc.

is 1073 Yonge Street, 2nd Floor, Toronto, Ontario M4W 2L2, Canada.

(10) Does not include any shares indirectly owned by this individual as a result of his or her partnership interest in our Sponsor.

Our Sponsor and our executive officers and directors have agreed (a) to vote any shares owned by them in favor of any proposed business combination and (b) not to require us to redeem any shares in connection with a shareholder vote to approve a proposed initial business combination.

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Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination except certain affiliates of our sponsor will be entitled to reimbursement for any out-of-pocket expenses (or an allocable portion of such expenses), to the extent that such affiliates incur expenses for services provided to us before our initial business combination.

business combination except certain affiliates of our sponsor will be entitled to reimbursement for any out-of-pocket expenses (or an allocable portion of such expenses), to the extent that such affiliates incur expenses for services provided to us before our initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

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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.

On April 25, 2023, the outstanding amount of $366,781 was repaid in full to the Sponsor.

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

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We have 24 months, or such earlier date as our board of directors may approve, from the closing of the Initial Public Offering to consummate our initial business combination.

If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination.

If we seek shareholder approval for an extension, holders of Class A ordinary shares will be offered an opportunity to redeem their 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), divided by the number of then issued and outstanding Class A ordinary shares, subject to applicable law.

We are currently seeking shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination.

In connection with seeking shareholder approval for such extension, holders of Class A ordinary shares will be offered an opportunity to redeem their 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), divided by the number of then issued and outstanding Class A ordinary shares, subject to applicable law.

If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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NYSE listing standards require that a majority of our board of directors be independent.

An independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the directors exercise of independent judgment in carrying out the responsibilities of a director.

An independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that each of Brad Coleman, David G.

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Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings.

The aggregate fees billed

by Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2023 totaled $152,880.

For the year ended December 31, 2022, no such fees were billed by Withum.

The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2024 and 2023 totaled $104,520 and $152,880, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

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333-270951)).

Description of Securities.

Description of Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form

10-K, filed on February 28, 2024 (File No.

Private Placement Warrants Purchase Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 26, 2023 (File No.

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333-270951)).

Insider Trading Policy.

Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy.

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 28, 2024 (File No.

333-270951)).

101.INS* XBRL Instance Document

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ARES ACQUISITION CORPORATION II

February 28, 2024

March 12, 2025

/s/ Jarrod Phillips

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Name Position Date

Kaplan Chief Executive Officer and Co-Chairman February 28, 2024

Kaplan Chief Executive Officer and Co-Chairman March 12, 2025

Kaplan (Principal Executive Officer)

/s/ Michael J Arougheti Co-Chairman February 28, 2024

/s/ Michael J Arougheti Co-Chairman March 12, 2025

Michael J Arougheti

/s/ Jarrod Phillips Chief Financial Officer February 28, 2024

/s/ Jarrod Phillips Chief Financial Officer March 12, 2025

Jarrod Phillips (Principal Financial Officer)

/s/ Brad Coleman Director February 28, 2024

Hirz Director February 28, 2024

/s/ Felicia Thornton Director February 28, 2024

/s/ Brad Coleman Director March 12, 2025

Hirz Director March 12, 2025

/s/ Felicia Thornton Director March 12, 2025

Felicia Thornton

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Statements of Operations for the years ended December 31, 2024 and 2023 F-4

Statements of Changes in Shareholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022 F-5

Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2024 and 2023 F-5

Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-6

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Opinion on the Financial Statements

We have audited the accompanying balance sheets of Ares Acquisition Corporation II (the “Company”) as of December 31, 2023 and 2022, and the related statements of operations, changes in shareholders’ equity (deficit) and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

We have audited the accompanying balance sheets of Ares Acquisition Corporation II (the “Company”) as of December 31, 2024 and 2023, and the related statements of operations, changes in shareholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company is unable to consummate a business combination by April 25, 2025, the Company will be required to liquidate the Trust Account.

The date for mandatory liquidation of the Trust Account raises substantial doubt about the Company’s ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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New York, New York

February 28, 2024

March 12, 2025

PCAOB Number 100

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Investments held in Trust Account 550,800,038 523,038,352

Deferred offering costs — 511,395

Total assets $ 551,901,020 $ 525,453,425

Liabilities and shareholders’ equity (deficit)

Liabilities and shareholders’ deficit

Current liabilities:

Accrued expenses $ 690,348 $ 271,633

Promissory note — 233,243

Due to related party 50,221 7,500

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Class A ordinary shares, $ 0.0001 par value;

50,000,000 and 0 shares subject to possible redemption at $ 10.46 and $ 0.00 per share at December 31, 2023 and 2022, respectively

50,000,000 shares subject to possible redemption at $ 11.01 and $ 10.46 per share at December 31, 2024 and 2023, respectively

550,700,038 522,938,352

Shareholders’ equity (deficit)

Shareholders’ deficit

Preference shares, $ 0.0001 par value;

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9,000,000,000 shares authorized;

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

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

Class B ordinary shares, $ 0.0001 par value;

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

Additional paid-in capital — 23,750

Accumulated deficit ( 22,040,837 ) ( 20,265,310 )

Total shareholders’ equity (deficit) ( 20,264,060 ) 8,961

Total liabilities and shareholders’ equity (deficit)

Total shareholders’ deficit ( 22,039,587 ) ( 20,264,060 )

Total liabilities and shareholders’ deficit

$ 551,901,020 $ 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 financial statements.

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Total other income 27,761,686 18,038,352

Net income (loss) $ 16,915,460 $ ( 3,542 )

Net income $ 25,986,159 $ 16,915,460

Basic and diluted weighted average shares outstanding of Class A ordinary shares 50,000,000 34,383,562

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

$ 0.42 $ 0.36

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

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

$ 0.42 $ 0.36

(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 December 31, 2022 have been retroactively restated to reflect the share surrender and share recapitalization events (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 financial statements.

ARES ACQUISITION CORPORATION II

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

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

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

Net loss — — — ( 3,542 ) ( 3,542 )

Balance at December 31, 2022 (1)

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

Sale of private placement warrants — — 14,300,000 — 14,300,000

4 unchanged sentences

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

Accretion of Class A ordinary shares to redemption amount — — — ( 27,761,686 ) ( 27,761,686 )

Net income — — — 25,986,159 25,986,159

Balance at December 31, 2024

12,500,000 $ 1,250 $ — $ ( 22,040,837 ) $ ( 22,039,587 )

(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 financial statements.

ARES ACQUISITION CORPORATION II

CONDENSED STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS

For the year ended December 31,

Cash flows from operating activities:

Net income (loss) $ 16,915,460 $ ( 3,542 )

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

Net income $ 25,986,159 $ 16,915,460

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

Investment income earned on investments held in Trust Account ( 27,761,686 ) ( 18,038,352 )

3 unchanged sentences

Due to related party 42,721 7,500

Payment of formation costs through promissory note — 3,542

Net cash used in operating activities ( 929,804 ) ( 1,352,509 )

1 unchanged sentence

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:

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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 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.

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

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

The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the public shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for

The Company is currently seeking shareholder approval to amend its Amended and Restated Memorandum and Articles of Association to extend the Combination Period.

Pursuant to the Amended and Restated Memorandum and Articles of Association, in connection with the shareholder vote for an extension, holders of Class A ordinary shares will be offered an opportunity to redeem their 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), divided by the number of then issued and outstanding Class A ordinary shares, subject to applicable law.

If the Company is unable to complete a Business Combination within the Combination Period and the Combination Period is not extended, 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.

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

The Sponsor has agreed to waive its liquidation rights with respect to its Class B ordinary shares if the Company fails to complete a Business Combination within the Combination Period (as it may be extended).

The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period (as it may be extended) and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the public shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $ 10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes.

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Risks and Uncertainties

Management has evaluated the impact of persistent inflation and rising interest rates, financial market instability, including the recent bank failures 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.

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 financial statements.

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

Liquidity and Capital Resources

Going Concern Considerations, Liquidity and Capital Resources

As of December 31, 2024, the Company had $ 975,319 in its operating bank account and investments held in the Trust Account of $ 550,800,038 consisting of cash and investments in U.S.

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As of December 31, 2024 and 2023, 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.

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 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 (as it may be extended).

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

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

Segment Reporting

The Company complies with ASU 2023-07, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

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.

The Company has $1,905,123 and no cash as of December 31, 2023 and 2022, respectively.

The Company did not have cash equivalents held outside the Trust Account as of December 31, 2023 and 2022, respectively.

The Company has $975,319 and $1,905,123 of cash as of December 31, 2024 and 2023, respectively.

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

Investments Held in Trust Account

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

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

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

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

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

Fair Value of Financial Instruments

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government treasury obligation.

government treasury obligations.

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

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

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

Offering Costs Associated with the Initial Public Offering

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

Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

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

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

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

Accordingly, as of December 31, 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 balance sheets.

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

Accordingly, as of December 31, 2024 and 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 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.

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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 December 31, 2023, the Class A ordinary shares reflected in the accompanying balance sheets are reconciled in the following table:

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

Gross proceeds $ 500,000,000

3 unchanged sentences

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

Accretion of carrying value to redemption value 27,761,686

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

$ 550,700,038

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

Net Income (Loss) per Ordinary Share

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

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.

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

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

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 year ended December 31,

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

$ 0.42 $ 0.36

Class B ordinary shares

Net income (loss) attributable to Class B ordinary shares

Net income attributable to Class B ordinary shares

$ 5,197,232 $ 4,509,966

Basic and diluted weighted average shares outstanding, Class B ordinary shares 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

$ 0.42 $ 0.36

Recent Accounting Pronouncements

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

The Company considers the applicability and impact of all ASUs issued by FASB.

ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on its financial statements.

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures.” The ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

This update is effective beginning with the Company’s 2024 fiscal year annual reporting period, with early adoption permitted.

The Company has concluded this guidance does not have a material impact on its financial statements.

Information presented within “Note 9.

Segment Information” reflects the impact from adoption of ASU 2023-07.

INITIAL PUBLIC OFFERING

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

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

Through April 25, 2023, the Company effectuated a share surrender and share recapitalizations resulting in the Sponsor holding an aggregate of 12,937,500 Class B ordinary shares, which would

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

represent 20 % of the outstanding shares upon completion of the offering.

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

4 unchanged sentences

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.

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

Promissory Note

2 unchanged sentences

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

As of 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.

3 unchanged sentences

A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares, and the Private Placement Warrants may expire worthless.

If the Company does not complete a Business Combination within the Combination Period (as it may be extended), the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares, and the Private Placement Warrants may expire worthless.

Overfunding Loans

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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 December 31, 2023, the Company had $ 5,000,000 outstanding in connection with the Overfunding Loans as reflected in the accompanying balance sheets.

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

Working Capital Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

If the Company completes a

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

7 unchanged sentences

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

The Company incurred $ 139,447 in expenses in connection with such services during the year ended December 31, 2023.

The Company incurred $ 200,004 and $ 139,447 , respectively, during the years ended December 31, 2024 and 2023 in expenses in connection with such services.

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

As of December 31,

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

2023, the Company had no outstanding balance in accrued expenses in connection with such services as reflected in the accompanying balance sheets.

As of December 31, 2024 and 2023, the Company had no outstanding balance in accrued expenses in connection with such services as reflected in the accompanying 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 December 31, 2023, the Company had $ 7,500 outstanding in due to related party as reflected in the accompanying balance sheets.

As of December 31, 2022, the Company had no outstanding balance in due to related party as reflected in the accompanying balance sheets.

As of December 31, 2024 and 2023, the Company had $ 50,221 and $ 7,500 , respectively, outstanding in due to related party as reflected in the accompanying balance sheets.

Advisory Agreement

11 unchanged sentences

On April 25, 2023, the underwriters partially exercised their over-allotment option for an additional 5,000,000 Units.

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

The underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 10,000,000 in the aggregate, paid upon the closing of the Initial Public Offering.

5 unchanged sentences

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

ARES ACQUISITION CORPORATION II

NOTES TO 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.

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.

2 unchanged sentences

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

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

As of December 31, 2024 and 2023, there were no Class A ordinary shares issued and outstanding, excluding 50,000,000 shares as of December 31, 2024 and 2023 that are subject to possible redemption and are presented as temporary equity, outside of the shareholders’ deficit section of the 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 December 31, 2024 and 2023, there were 12,500,000 Class B ordinary shares issued and outstanding.

2 unchanged sentences

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

As of December 31, 2024 and 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.

2 unchanged sentences

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

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

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

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

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

10 unchanged sentences

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

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

The exercise price

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

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

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

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

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

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

Accordingly, the warrants may expire worthless.

ARES ACQUISITION CORPORATION II

NOTES TO FINANCIAL STATEMENTS

FAIR VALUE MEASUREMENTS

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

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

government securities.

During the year ended December 31, 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 are measured at fair value as of 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)

During the years ended December 31, 2024 and 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 are measured at fair value as of December 31, 2024 and 2023, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

As of December 31, As of December 31,

Description Level 2024 2023

Assets, at fair value

Investments held in Trust Account 1 $ 550,800,038 $ 523,038,352

As of December 31, 2022, the Company had no financial assets or liabilities measured at fair value on a recurring basis.

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as a group that includes the chief executive officer, chief financial officer and chief operating officer, that collectively reviews the consolidated operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, the CODM has determined that the Company only has one operating segment.

The CODM reviews several key metrics, which includes general and administrative expenses and investment income on investments held in the Trust Account which are included in the accompanying statements of operations.

The CODM reviews investment income on investments held in the Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period.

The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

SUBSEQUENT EVENTS

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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-K

Item 9A. Controls and Procedures