Overview

Ares Acquisition Corporation II (the “Company”) is a blank check company formed in March 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company completed its initial public offering (IPO) on April 25, 2023, raising $500 million by selling 50 million units at $10 per unit. Simultaneously, the Company completed a private placement of 14.3 million warrants for $14.3 million.

Financial Performance

For the three months ended June 30, 2024, the Company reported net income of $6.59 million, consisting of $6.96 million in investment income from the trust account, offset by $0.37 million in general and administrative costs. For the six months ended June 30, 2024, the Company reported net income of $12.98 million, with $13.81 million in investment income and $0.83 million in general and administrative costs.

For the three and six months ended June 30, 2023, the Company reported net income of $3.57 million, with $3.87 million in investment income and $0.31 million in general and administrative costs.

Liquidity and Capital Resources

As of June 30, 2024, the Company had $1.40 million in its operating bank account and working capital of $1.31 million. The Company’s liquidity needs have been satisfied through a $25,000 contribution from the Sponsor, a $366,781 loan from the Sponsor, and the proceeds from the private placement. The Company may also receive working capital loans from the Sponsor or its affiliates to finance transaction costs related to a business combination.

The Company’s management has determined that the mandatory liquidation of the trust account, if a business combination is not completed, raises substantial doubt about the Company’s ability to continue as a going concern. The Company plans to complete a business combination prior to the mandatory liquidation date and expects to receive financing from the Sponsor or its affiliates to meet its obligations.

Trends and Outlook

The Company continues to evaluate the impact of inflation, rising interest rates, financial market instability, and geopolitical events, which could negatively affect its financial position, results of operations, and ability to complete a business combination. However, the Company cannot fully predict the likelihood, duration, or magnitude of these risks at this time.

Contractual Obligations and Critical Accounting Estimates

The Company has entered into an agreement to pay its Sponsor a monthly administrative service fee of $16,667 until the completion of a business combination. The Company also has a deferred underwriting fee of $17.5 million and a deferred advisory fee of $3.5 million payable upon the completion of a business combination.

The Company’s critical accounting estimates include the classification of its Class A ordinary shares as either liability or temporary equity, and the calculation of net income per ordinary share.