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| CIK | 1853138 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ares Acquisition Corporation II - Equity Warrant
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| September 3, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| September 3, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| September 2, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| September 2, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| August 29, 2025 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.: 333-287278 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF ARES ACQUISITION CORPORATION II (A CAYMAN ISLANDS EXEMPTED COMPANY) AND PROSPECTUS FOR 320,650,493 SHARES OF COMMON STOCK AND 39,300,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF ARES ACQUISITION CORPORATION II (TO BE RENAMED “KODIAK AI, INC.” FOLLOWING DO |
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| August 26, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| August 25, 2025 |
Table of Contents As filed with the United States Securities and Exchange Commission on August 25 , 2025 Registration No. |
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| August 25, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| August 25, 2025 |
SECOND AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT EX-10.28 Exhibit 10.28 SECOND AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of August 25, 2025, is entered into by and among KODIAK ROBOTICS, INC., a Delaware corporation (“Borrower”), the lenders party hereto (“Lenders”), which constitute the Required Lenders, the 2025-2 Delayed Draw Term Loan Len |
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| August 25, 2025 |
EX-99.1 Exhibit 99.1 AUGUST 25, 2025 Disclaimer Kodiak Robotics, Inc. (“Kodiak” or the “Company”) and Ares Acquisition Corporation II (“AACT”) are providing words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” this presentation and the accompanying oral remarks (collectively, the “Presentation”) to assist interested “plan,” “potential,” “pr |
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| August 25, 2025 |
PLAIN ENGLISH WARRANT AGREEMENT EX-4.6 Exhibit 4.6 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUC |
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| August 25, 2025 |
EX-99.2 Exhibit 99.2 August 25, 2025 Special Committee of the Board of Directors of Ares Acquisition Corporation II 245 Park Avenue, 44th Floor New York, NY 10167 Re: Registration Statement on Form S-4 of Ares Acquisition Corporation II and Kodiak Robotics, Inc. (the “Registration Statement”) Members of the Special Committee: Reference is made to our opinion letter, dated April 13, 2025 (the “Opi |
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| August 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporatio |
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| August 25, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorpor |
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| August 15, 2025 |
EX-10.35 Exhibit 10.35 LETTER AGREEMENT This Letter Agreement (the “Agreement”) is made and entered into on August 15, 2025 (the “Execution Date”), by and among Kodiak Robotics, Inc., a Delaware corporation (“Kodiak”), Ares Acquisition Corporation II, a Cayman Islands exempted company (“AACT”), Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (“Sponsor”), and AAC II C |
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| August 15, 2025 |
Table of Contents As filed with the United States Securities and Exchange Commission on August 15, 2025 Registration No. |
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| August 15, 2025 |
EX-99.2 Exhibit 99.2 August 15, 2025 Special Committee of the Board of Directors of Ares Acquisition Corporation II 245 Park Avenue, 44th Floor New York, NY 10167 Re: Registration Statement on Form S-4 of Ares Acquisition Corporation II and Kodiak Robotics, Inc. (the “Registration Statement”) Members of the Special Committee: Reference is made to our opinion letter, dated April 13, 2025 (the “Opin |
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| August 15, 2025 |
KODIAK AI, INC. INDEMNIFICATION AGREEMENT EX-10.10 Exhibit 10.10 KODIAK AI, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of , and is between Kodiak AI, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors, observers or officers of corporations or |
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| August 15, 2025 |
FORM OF BOARD OBSERVER AGREEMENT EX-10.34 Exhibit 10.34 FORM OF BOARD OBSERVER AGREEMENT This Board Observer Agreement (this “Agreement”), dated as of [•], 2025, is made and entered into by and between Ares Acquisition Corporation II, a Cayman Islands exempt company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), and Ares Acquisition Holdings II LP, a Cayman Islands exempted limited par |
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| August 15, 2025 |
FIRST AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT EX-10.27 Exhibit 10.27 FIRST AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO SECOND LIEN LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of July 18, 2025, is entered into by and among KODIAK ROBOTICS, INC., a Delaware corporation (“Borrower”), the lenders party hereto constituting Required Lenders (“Lenders”) and ARES AGENT SERVICES, L.P., a Delaware limited p |
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| August 12, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| August 12, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES AC |
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| August 8, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| August 6, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation) |
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| July 28, 2025 |
EX-10.6 Exhibit 10.6 1049 Terra Bella Ave Mountain View, CA 94043 Kodiak.ai KODIAK ROBOTICS, INC. Confirmatory Employment Letter July 1, 2025 Don Burnette 802 Farley St Mountain View, CA 94043 Dear Don: This letter agreement (the “Agreement”) is entered into between Kodiak Robotics, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the later of the Closing (as defined below) |
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| July 28, 2025 |
EX-24.2 Exhibit 24.2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, that the undersigned constitutes and appoints Don Burnette and Jordan Coleman, each of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in all capacities, to execute all amendments including any post-effective a |
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| July 28, 2025 |
Table of Contents Table of Contents As filed with the United States Securities and Exchange Commission on July 25, 2025 Registration No. |
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| July 28, 2025 |
Form of Kodiak AI, Inc. Executive Incentive Compensation Plan. EX-10.4 Exhibit 10.4 KODIAK AI, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company’s objectives. 2. Definitions. 2.1 “Actual Award” means as to any Performance Period, the actual award (if any) payable t |
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| July 28, 2025 |
Form of Kodiak AI, Inc. Executive Change in Control and Severance Policy. EX-10.9 Exhibit 10.9 Kodiak AI, Inc. Change in Control and Severance Policy This Change in Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of Kodiak AI, Inc. (“Kodiak AI” or the “Company”) or any of its subsidiaries in connection with a change in control of Kodiak AI or in connection with the involuntary termination of their |
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| July 28, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporat |
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| July 28, 2025 |
Form of Kodiak AI, Inc. Outside Director Compensation Policy. EX-10.5 Exhibit 10.5 KODIAK AI, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Kodiak AI, Inc. (the “Company”) believes that the granting of equity and cash compensation to members of the Company’s Board of Directors (the “Board,” and members of the Board, “Directors”) who are not employees represents an effective tool to attract, retain and reward such Directors. This Outside Director Compensation Pol |
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| July 28, 2025 |
Consent of Lincoln International LLC. EX-99.2 Exhibit 99.2 PRIVILEGED AND CONFIDENTIAL July 25, 2025 Special Committee of the Board of Directors of Ares Acquisition Corporation II 245 Park Avenue, 44th Floor New York, NY 10167 Re: Registration Statement on Form S-4 of Ares Acquisition Corporation II and Kodiak Robotics, Inc. (the “Registration Statement”) Members of the Special Committee: Reference is made to our opinion letter, dated |
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| July 28, 2025 |
EX-99.1 Exhibit 99.1 JULY 28, 2025 Disclaimer Kodiak Robotics, Inc. (“Kodiak” or the “Company”) and Ares Acquisition Corporation II (“AACT”) are providing words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” this presentation and the accompanying oral remarks (collectively, the “Presentation”) to assist interested “plan,” “potential,” “proj |
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| July 28, 2025 |
EX-10.7 Exhibit 10.7 1049 Terra Bella Ave Mountain View, CA 94043 Kodiak.ai KODIAK ROBOTICS, INC. Confirmatory Employment Letter July 1, 2025 Mr. Andreas Wendel 2443 Alvin St Mountain View, CA 94043 Dear Andreas: This letter agreement (the “Agreement”) is entered into between Kodiak Robotics, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the later of the Closing (as defin |
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| July 28, 2025 |
Form of Preliminary Proxy Card. EX-99.1 Exhibit 99.1 PRELIMINARY PROXY CARD — SUBJECT TO COMPLETION YOUR VOTE IS IMPORTANT. PLEASE AUTHORIZE YOUR PROXY TODAY. Authorize your proxy by Internet — Quick ★★★ EASY IMMEDIATE—24 Hours a Day, 7 Days a Week or by Mail ARES ACQUISITION CORPORATION II Your Internet authorization authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your p |
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| July 28, 2025 |
Consent of Mohamed Elshenawy to be named as a director nominee. EX-99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| July 28, 2025 |
EX-10.8 Exhibit 10.8 1049 Terra Bella Ave Mountain View, CA 94043 Kodiak.ai KODIAK ROBOTICS, INC. Confirmatory Employment Letter July 1, 2025 Michael W. Wiesinger 928 Wright Ave, Apt 301 Mountain View, CA 94043 Dear Michael: This letter agreement (the “Agreement”) is entered into between Kodiak Robotics, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the later of the Closi |
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| July 23, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| July 23, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| July 9, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporati |
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| July 9, 2025 |
EX-99.1 JULY 9, 2025 Disclaimer Kodiak Robotics, Inc. (“Kodiak” or the “Company”) and Ares Acquisition Corporation II (“AACT”) are providing words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” this presentation and the accompanying oral remarks (collectively, the “Presentation”) to assist interested “plan,” “potential,” “project,” “seek,” |
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| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation) |
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| June 30, 2025 |
Consent of Lincoln International LLC. Exhibit 99.2 PRIVILEGED AND CONFIDENTIAL June 30, 2025 Special Committee of the Board of Directors of Ares Acquisition Corporation II 245 Park Avenue, 44th Floor New York, NY 10167 Re: Registration Statement on Form S-4 of Ares Acquisition Corporation II and Kodiak Robotics, Inc. (the “Registration Statement”) Members of the Special Committee: Reference is made to our opinion letter, dated April 1 |
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| June 30, 2025 |
Exhibit 10.26 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT This Amendment No. 1 to Master Services Agreement (“Amendment”), effective as of the date of last signature hereto (the “E |
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| June 30, 2025 |
List of Subsidiaries of Kodiak Robotics, Inc. Exhibit 21.2 LIST OF SUBSIDIARIES OF KODIAK ROBOTICS, INC. Name State of Other Jurisdiction of Incorporation or Organization None |
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| June 30, 2025 |
Form of Certificate of Domestication of Ares Acquisition Corporation II. Exhibit 3.5 CERTIFICATE OF CORPORATE DOMESTICATION OF ARES ACQUISITION CORPORATION II Pursuant to Section 388 of the General Corporation Law of the State of Delaware Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Corporation”), which intends to domesticate as a Delaware corporation pursuant to, and effective at the time of the filing of, this Certificate of Corporate Dome |
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| June 30, 2025 |
Specimen Common Stock Certificate of Kodiak AI, Inc. Exhibit 4.5 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] KODIAK AI, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF KODIAK AI, INC. (THE “CORPORATION”) transferable on the books of the Corporation in person or by duly |
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| June 30, 2025 |
Form of Preliminary Proxy Card. Exhibit 99.1 PRELIMINARY PROXY CARD — SUBJECT TO COMPLETION YOUR VOTE IS IMPORTANT. PLEASE AUTHORIZE YOUR PROXY TODAY. Authorize your proxy by Internet — Quick ★★★ EASY IMMEDIATE—24 Hours a Day, 7 Days a Week or by Mail ARES ACQUISITION CORPORATION II Your Internet authorization authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy car |
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| June 30, 2025 |
Exhibit 10.22 SECOND AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of February 24, 2025, is entered into by and among KODIAK ROBOTICS, INC., a Delaware corporation (“Borrower”), HORIZON TECHNOLOGY FINANCE CORPORATION (“Horizon”), as collateral agent (“Collateral Agent”), HORIZON FUNDING I, LLC, as an assig |
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| June 30, 2025 |
Exhibit 10.25 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. Master Services Agreement This Master Services Agreement (this “Agreement”), effective as of July 17, 2024 (the “Effective Date”), is by and between Kodiak Robotics, I |
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| June 30, 2025 |
Exhibit 10.28 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. Applied Intuition Kodiak Robotics — 2024 Renewal Agreement September, 2024 PREPARED BY [***] (Global Account Manager) CONTACT [***] (Global Account Manager) • [***] • |
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| June 30, 2025 |
Exhibit 10.27 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. Master Services and Software License Agreement This Master Software Subscription License Agreement (this “Agreement”) is made and entered into as of 09/27/2018 (“Effec |
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| June 30, 2025 |
Exhibit 10.20 VENTURE LOAN AND SECURITY AGREEMENT Dated as of September 28, 2022 by and among HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation 312 Farmington Avenue Farmington, CT 06032 as a Lender and Collateral Agent and KODIAK ROBOTICS, INC., a Delaware corporation 1049 Terra Bella Avenue Mountain View, CA 94043 as Borrower Loan A Commitment Amount: $10,000,000 Loan A Commitment T |
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| June 30, 2025 |
Exhibit 10.23 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THIS SECOND LIEN LOAN AND SECURITY AGREEMENT, THE INDEBTEDNESS EVIDENCED HEREBY, AND THE RELATED GUARANTEES ARE AND SHALL AT ALL TIMES BE AND REMAIN SUBORDINATED TO THE EXTENT AND IN THE MANNER SET FORTH IN THE INTERCREDITOR AGREEMENT, TO THE DISCHARGE OF FIRST LIEN OBLIGATIONS. THE LIENS AND SECURITY INTERESTS SECURING THIS |
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| June 30, 2025 |
Exhibit 10.24 MASTER FINANCING AGREEMENT DATED AS OF 7/19/2022, 2022 THIS MASTER FINANCING AGREEMENT (this “Agreement”) is between WESTERN ALLIANCE EQUIPMENT FINANCE, LLC (together with its successors and assigns, if any, “Secured Party”) and the undersigned Debtor (“Debtor”). Secured Party has a mailing address of One East Washington St., Suite 1400, Phoenix, AZ 85004. The legal entity type, juri |
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| June 30, 2025 |
Table of Contents As filed with the United States Securities and Exchange Commission on June 30, 2025 Registration No. |
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| June 30, 2025 |
Exhibit 10.21 FIRST AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of June 4, 2024, is entered into by and among KODIAK ROBOTICS, INC., a Delaware corporation (“Borrower”), HORIZON TECHNOLOGY FINANCE CORPORATION (“Horizon”), as collateral agent, HORIZON FUNDING I, LLC, as an assignee of Horizon, as a Lender |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| June 24, 2025 |
EX-10.1 Exhibit 10.1 THIS WORKING CAPITAL LOAN PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| June 4, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporati |
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| June 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation) |
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| June 4, 2025 |
EX-99.1 Exhibit 99.1 JUNE 4, 2025 Disclaimer Kodiak Robotics, Inc. (“Kodiak” or the “Company”) and Ares Acquisition Corporation II (“AACT”) are providing words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” this presentation and the accompanying oral remarks (collectively, the “Presentation”) to assist interested “plan,” “potential,” “proje |
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| May 15, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES A |
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| May 14, 2025 |
Consent of Lincoln International LLC. EX-99.2 Exhibit 99.2 PRIVILEGED AND CONFIDENTIAL May 14, 2025 Special Committee of the Board of Directors of Ares Acquisition Corporation II 245 Park Avenue, 44th Floor New York, NY 10167 Re: Registration Statement on Form S-4 of Ares Acquisition Corporation II and Kodiak Robotics, Inc. (the “Registration Statement”) Members of the Special Committee: Reference is made to our opinion letter, dated |
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| May 14, 2025 |
Consent of Don Burnette to be named as a director nominee. EX-99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 14, 2025 |
Consent of Kenneth Goldman to be named as a director nominee. EX-99.8 Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 14, 2025 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-4 (Form Type) ARES ACQUISITION CORPORATION II(1) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Kodiak AI, Inc. |
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| May 14, 2025 |
Consent of James Reed to be named as a director nominee. EX-99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 14, 2025 |
Consent of Allyson Satin to be named as a director nominee. EX-99.9 Exhibit 99.9 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 14, 2025 |
Consent of Kristin Sverchek to be named as a director nominee. EX-99.7 Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 14, 2025 |
Table of Contents As filed with the United States Securities and Exchange Commission on May 14, 2025 Registration No. |
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| May 14, 2025 |
Consent of Scott Tobin to be named as a director nominee. EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 14, 2025 |
List of Subsidiaries of Ares Acquisition Corporation II. EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES Entity Jurisdiction AAC II Merger Sub, Inc. Delaware |
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| May 14, 2025 |
Consent of Ross Kestin to be named as a director nominee. EX-99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation II and Kodiak Robotics, Inc. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| May 7, 2025 |
425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| May 7, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| May 6, 2025 |
KODIAK ROBOTICS, INC. FREQUENTLY ASKED QUESTIONS STOCK OPTIONS Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| May 6, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 24, 2025 |
EX-3.1 Exhibit 3.1 Ares Acquisition Corporation II (the “Company”) MINUTES OF AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY HELD VIRTUALLY AND AT THE OFFICES OF KIRKLAND & ELLIS LLP, 601 LEXINGTON AVE, NEW YORK, NY 10022, UNITED STATES OF AMERICA ON APRIL 22, 2025 AT 4:00 P.M. (EASTERN TIME) Present: As set out in the Schedule In Attendance: As set out in the Schedule 1 Officers of the Meeting T |
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| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| April 22, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorpora |
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| April 22, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incor |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| April 22, 2025 |
EX-99.1 Exhibit 99.1 Ares Acquisition Corporation II Announces Preliminary Redemption Results of Approximately 1.3% of Public Shares NEW YORK – (BUSINESS WIRE) – April 22, 2025 – Ares Acquisition Corporation II (NYSE: “AACT.U”, “AACT”, “AACT WS”) (“AACT” or the “Company”) announced today that as of the redemption deadline for the extraordinary general meeting of the Company (the “Meeting”), to be |
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| April 16, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incor |
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| April 16, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorpora |
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| April 16, 2025 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| April 16, 2025 |
Exhibit 99.1 ARES ACQUISITION CORPORATION II ANNOUNCES MONTHLY CONTRIBUTION TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION Ares Acquisition Holdings II LP will make monthly deposits directly to the trust account of $0.02 for each outstanding Class A ordinary share NEW YORK – April 16, 2025 (BUSINESS WIRE) – Ares Acquisition Corporation II (NYSE: “AACT.U”, “AACT”, “AACT WS”) (“AACT” or the |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| April 14, 2025 |
Regulation FD Disclosure, Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation |
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| April 14, 2025 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of April 14, 2025 (the “Effective Date”), by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Ares Acquisition Holdings II LP (the “Purchaser Support Party”) and |
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| April 14, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2025 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorpora |
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| April 14, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 14, 2025 |
EMAIL AND SLACK MESSAGE FROM DON TO ALL EMPLOYEES 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 14, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 14, 2025 |
Exhibit 99.2 APRIL 14, 2025 Disclaimer Kodiak Robotics, Inc. (“Kodiak” or the “Company”) and Ares Acquisition Corporation II (“AACT”) are providing this presentation and the accompanying oral remarks (collectively, the “Presentation”) to assist interested parties in making their own evaluation with respect to a potential business combination of Kodiak and AACT and related transactions (the “Propos |
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| April 14, 2025 |
Form of Subscription Agreement. Exhibit 10.3 FORM OF SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page to this Subscription Agreement, by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (“SPAC”) and the undersigned subscriber (the “Investor”). The Subscription Agreement is entered into in connectio |
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| April 14, 2025 |
Exhibit 10.2 FORM OF COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 14, 2025, by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Kodiak Robotics, Inc., a Delaware corporation (“Company”) |
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| April 14, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 14, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 14, 2025 |
Exhibit 2.1 Execution Version CONFIDENTIAL Dated April 14, 2025 Business Combination Agreement by and between Ares Acquisition Corporation II, as the Purchaser, AAC II Merger Sub, Inc., and Kodiak Robotics, Inc., as the Company, TABLE OF CONTENTS Page ARTICLE I MERGER 4 Section 1.01 Merger 4 Section 1.02 Effects of the Merger 4 Section 1.03 Effect of the Merger on Capital Stock of the Company and |
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| April 14, 2025 |
Exhibit 99.1 Kodiak, a Leading Provider of AI-Powered Autonomous Vehicle Technology, to Go Public Via Business Combination With Ares Acquisition Corporation II • Kodiak’s AI-powered autonomous platform is built to handle some of the world’s toughest trucking jobs and has logged over 2.6 million autonomous miles in real-world conditions • Kodiak has the first publicly-announced driverless trucks in |
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| April 14, 2025 |
Filed by Ares Acquisition Corporation II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation II (File No. |
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| April 7, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 4, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| March 12, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES ACQUIS |
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| March 12, 2025 |
ARES ACQUISITION CORPORATION II Insider Trading Policy (Adopted on March 11, 2025) Exhibit 19.1 ARES ACQUISITION CORPORATION II Insider Trading Policy (Adopted on March 11, 2025) In order to promote compliance with federal, state and foreign securities laws and take an active role in the prevention of insider trading violations by Insiders (as defined below) of Ares Acquisition Corporation II (the “Company”) and its subsidiaries, the Company has adopted this Insider Trading Poli |
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| March 5, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| November 14, 2024 |
AACT / Ares Acquisition Corporation II / Vivaldi Asset Management, LLC - 13G AACT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ares Acquisition Corporation II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G33033104 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Ares Acquisition Corporation II (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G33033104 (CUSIP Number) September 30, 2024 (Date o |
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| November 14, 2024 |
SC 13G 1 aact111424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ARES ACQUISITION CORPORATION II (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G33033104 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| November 12, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 AR |
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| August 5, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES AC |
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| May 10, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES A |
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| April 10, 2024 |
SC 13G/A 1 aacta141024.htm WEALTHSPRING CAPITAL LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ares Acquisition Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G33033104 (CUSIP Number) March 31, 2024 (Date of Event which Requires Filing |
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| February 28, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES ACQUIS |
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| February 28, 2024 |
Exhibit 4.5 DESCRIPTION OF SECURITIES OF ARES ACQUISITION CORPORATION II REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, Ares Acquisition Corporation II (the “Company,” “we,” “us” and “our”) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: Units, consisting of one Class A ordinary share |
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| February 28, 2024 |
CLAWBACK POLICY ARES ACQUISITION CORPORATION II Exhibit 97.1 CLAWBACK POLICY ARES ACQUISITION CORPORATION II PURPOSE The Board of Directors (the “Board”) of Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. The Board has therefore adopted this policy which |
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| February 14, 2024 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ares Acquisition Corp II (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) G33033104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check th |
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| February 9, 2024 |
AACT / Ares Acquisition Corporation II / Ares Acquisition Holdings II LP - SC 13G Passive Investment SC 13G 1 d778789dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Ares Acquisition Corporation II (Name of Issuer) Class A ordinary shares, par value $0.0001 (Title of Class of Securities) G33033 104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement |
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| February 8, 2024 |
EX-99.1 2 ea192872ex99-1aresacq2.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 8, 2024 BY AND AMONG WEALTHSPRING CAPITAL LLC AND MATTHEW SIMPSON Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Sc |
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| February 8, 2024 |
AACT / Ares Acquisition Corporation II / Wealthspring Capital LLC - SCHEDULE 13G Passive Investment SC 13G 1 ea192872-13gwealtharesacq2.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Ares Acquisition Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G33033104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem |
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| November 7, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 AR |
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| August 11, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES AC |
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| July 20, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation or org |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation) |
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| June 12, 2023 |
EX-99.1 Exhibit 99.1 Ares Acquisition Corporation II Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing June 12, 2023 NEW YORK – June 12, 2023 – Ares Acquisition Corporation II (NYSE: AACT.U) (the “Company”), a special purpose acquisition company formed for the purpose of entering into a combination with one or more businesses, announced today that, commencing Ju |
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| June 12, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation or orga |
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| June 2, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41691 ARES A |
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| May 2, 2023 |
Financial Statements and Exhibits, Other Events SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation or or |
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| May 2, 2023 |
EX-99.1 Exhibit 99.1 ARES ACQUISITION CORPORATION II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of April 25, 2023 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Ares Acquisition Corporation II Opinion on the Financial Statement We h |
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| April 26, 2023 |
Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of April 20, 2023, is made and entered into by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Sponsor”) (the Sponsor together |
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| April 26, 2023 |
EX-10.5 Exhibit 10.5 ARES ACQUISITION CORPORATION II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 April 20, 2023 Ares Acquisition Holdings II LP c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 Ladies and Gentlemen: This letter agreement by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Ares Acquisi |
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| April 26, 2023 |
Private Placement Warrants Purchase Agreement between the Company and the Sponsor EX-10.1 Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 20, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partners |
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| April 26, 2023 |
EX-10.7 Exhibit 10.7 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| April 26, 2023 |
EX-4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 20, 2023, is by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”). WHEREAS |
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| April 26, 2023 |
Underwriting Agreement among the Company and Citigroup Global Markets Inc. and UBS Securities LLC EX-1.1 Exhibit 1.1 Ares Acquisition Corporation II 45,000,000 Units1 Underwriting Agreement April 20, 2023 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 As representatives (each, a “Representative” and collectively, the “Representatives”) of the several Underwriters named in Schedule I hereto, Lad |
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| April 26, 2023 |
Amended and Restated Memorandum and Articles of Association Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ARES ACQUISITION CORPORATION II (ADOPTED BY SPECIAL RESOLUTION DATED APRIL 19, 2023 AND EFFECTIVE ON APRIL 20, 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF |
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| April 26, 2023 |
Exhibit 10.8 CONFIDENTIAL April 20, 2023 Ares Acquisition Corporation II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 Attn: David B. Kaplan Re: Engagement of Services Dear Mr. Kaplan: This will confirm the basis upon which Ares Acquisition Corporation II (“Client”) has engaged Ares Management Capital Markets LLC (“AMCM”) (collectively, with the Client, the “Parties”), to |
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| April 26, 2023 |
EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| April 26, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other jurisdiction of incorporation or or |
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| April 26, 2023 |
Exhibit 10.4 April 20, 2023 Ares Acquisition Corporation II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Ares Acquisition Corporation II, a Cayman Islands ex |
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| April 26, 2023 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 20, 2023 by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fi |
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| April 24, 2023 |
Ares Acquisition Corporation II 45,000,000 Units 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-270951 PROSPECTUS Ares Acquisition Corporation II $450,000,000 45,000,000 Units Ares Acquisition Corporation II is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combinatio |
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| April 20, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Ares Acquisition Corporation II (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities and Carry Forward Securities Security Type(1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Units, each consisting of one Class A ordinary share, $0. |
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| April 20, 2023 |
S-1MEF As filed with the United States Securities and Exchange Commission on April 20, 2023 under the Securities Act of 1933, as amended. |
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| April 20, 2023 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 98-1592112 (State or other jurisdiction of incorporation or organization) (I.R.S. Empl |
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| April 19, 2023 |
CORRESP VIA EDGAR Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 April 19, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Peter McPhun, Jennifer Monick, Ronald E. Alper and Pam Howell Re: A |
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| April 19, 2023 |
CORRESP Ares Acquisition Corporation II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 April 19, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 18, 2023 |
S-1/A As filed with the United States Securities and Exchange Commission on April 18, 2023 under the Securities Act of 1933, as amended. |
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| April 18, 2023 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2023 by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 3 |
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| April 14, 2023 |
Form of Amended and Restated Memorandum and Articles of Association. EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ARES ACQUISITION CORPORATION II (ADOPTED BY SPECIAL RESOLUTION DATED [ ] 2023 AND EFFECTIVE ON [ ] 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ARES |
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| April 14, 2023 |
S-1/A Table of Contents As filed with the United States Securities and Exchange Commission on April 14, 2023 under the Securities Act of 1933, as amended. |
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| April 14, 2023 |
EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2023 by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fi |
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| April 14, 2023 |
CORRESP Ares Acquisition Corporation II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 April 14, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D. |
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| April 7, 2023 |
S-1/A Table of Contents As filed with the United States Securities and Exchange Commission on April 7, 2023 under the Securities Act of 1933, as amended. |
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| April 7, 2023 |
Form of Underwriting Agreement. Exhibit 1.1 Ares Acquisition Corporation II 40,000,000 Units1 Underwriting Agreement [•], 2023 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 As representatives (each, a “Representative” and collectively, the “Representatives”) of the several Underwriters named in Schedule I hereto, Ladies and Gent |
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| April 7, 2023 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor. Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Purcha |
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| April 7, 2023 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2023 by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 3 |
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| April 7, 2023 |
EX-4.3 Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ARES ACQUISITION CORPORATION II Incorporated Under the Laws of the Cayman Islands CUSIP [•] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the r |
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| April 7, 2023 |
Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] ARES ACQUISITION CORPORATION II CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), transferable on the books of the Company in person or by |
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| April 7, 2023 |
Form of Promissory Note between the Registrant and the Sponsor. Exhibit 10.9 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| April 7, 2023 |
Form of Registration and Shareholder Rights Agreement among the Registrant and the Sponsor. EX-10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2023, is made and entered into by and among Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Sponsor”) (the Sponsor together |
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| April 7, 2023 |
Exhibit 10.11 CONFIDENTIAL April [], 2023 Ares Acquisition Corporation II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 Attn: David B. Kaplan Re: Engagement of Services Dear Mr. Kaplan: This will confirm the basis upon which Ares Acquisition Corporation II (“Client”) has engaged Ares Management Capital Markets LLC (“AMCM”) (collectively, with the Client, the “Parties”), to |
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| April 7, 2023 |
Form of Promissory Note (over-allotment) between the Registrant and the Sponsor. EX-10.10 Exhibit 10.10 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO TH |
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| April 7, 2023 |
Exhibit 10.4 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2023, by and between ARES ACQUISITION CORPORATION II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless t |
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| April 7, 2023 |
Memorandum and Articles of Association. Exhibit 3.1 EXEMPTED Company Registered and filed as No. 372904 On 15-Mar-2021 Assistant Registrar THE COMPANIES LAW (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF ARES ACQUISITION CORPORATION II Auth Code: J65235485873 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 372904 On 15-Mar-2021 Assistant Registrar THE COMPANIES LAW ( |
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| April 7, 2023 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] ARES ACQUISITION CORPORATION II UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), |
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| April 7, 2023 |
Form of Administrative Services Agreement between the Registrant and the Sponsor. Exhibit 10.5 ARES ACQUISITION CORPORATION II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 [•], 2023 Ares Acquisition Holdings II LP c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 Ladies and Gentlemen: This letter agreement by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings |
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| April 7, 2023 |
CORRESP Ares Acquisition Corporation II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 April 7, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D. |
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| April 7, 2023 |
Exhibit 10.8 , 2023 Ares Acquisition Corporation II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Ares Acquisition Corporation II, a Cayman Islands exempted c |
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| April 7, 2023 |
Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ARES ACQUISITION CORPORATION II (ADOPTED BY SPECIAL RESOLUTION DATED [ ] 2023 AND EFFECTIVE ON [ ] 2023) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ARES ACQUISI |
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| March 29, 2023 |
S-1 Table of Contents As filed with the United States Securities and Exchange Commission on March 29, 2023 under the Securities Act of 1933, as amended. |
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| March 29, 2023 |
Securities Subscription Agreement, dated March 19, 2021, between the Registrant and the Sponsor. Exhibit 10.7 Ares Acquisition Corporation II c/o Ares Management LLC 245 Park Avenue, 42nd Floor New York, New York 10167 Ares Acquisition Holdings II LP March 19, 2021 c/o Ares Management LLC 245 Park Avenue, 42nd Floor New York, New York 10167 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Ares Acquisition Holdings II LP, a Cayman Islands exempted |
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| March 29, 2023 |
Exhibit 99.1 CONSENT OF FELICIA THORNTON Ares Acquisition Corporation II (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to b |
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| March 29, 2023 |
Exhibit 10.6 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| March 29, 2023 |
CORRESP Ares Acquisition Corporation II c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 March 29, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D. |
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| March 29, 2023 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2023, is by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”). WHEREAS, the Company i |
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| March 29, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Ares Acquisition Corporation II (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities and Carry Forward Securities Security Type(1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid Equity Units, each consisting of one Class A ordinary share, $0. |
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| February 22, 2023 |
EX-4.3 2 filename2.htm Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ARES ACQUISITION CORPORATION II Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered a |
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| February 22, 2023 |
DRS/A Table of Contents This is a confidential amended draft registration statement submission to the United States Securities and Exchange Commission on February 22, 2023 under the Securities Act of 1933, as amended. |
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| February 22, 2023 |
EX-4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2023, is by and between Ares Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”). WHEREAS, the Co |
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| October 1, 2021 |
DRS/A 1 filename1.htm Table of Contents This is a confidential amended draft registration statement submission to the United States Securities and Exchange Commission on October 1, 2021 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Are |
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| May 14, 2021 |
DRS 1 filename1.htm Table of Contents This is a confidential draft submission to the United States Securities and Exchange Commission on May 14, 2021 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ares Acquisition Corporation II (Exact name of registrant |
