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                              April 13, 2023

       David B. Kaplan
       Chief Executive Officer and Co-Chairman
       Ares Acquisition Corp II
       c/o Ares Management LLC
       245 Park Avenue, 44th Floor
       New York, NY 10167

                                                        Re: Ares Acquisition
Corp II
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed April 7, 2023
                                                            File No. 333-270951

       Dear David B. Kaplan:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our April
6, 2023 letter.

       Amendment No. 1 to Registration Statement on Form S-1 filed April 7,
2023

       General

   1.                                                   We note the revisions
made in response to comment 1. However, we continue to note
                                                        reference to releasing
the funds earlier than completion of the initial business combination
                                                        on page 128. Please
revise to remove or respond to the concerns raised in the prior
                                                        comment 1. We also note
the trust agreement filed as Exhibit 10.1 and the Trust Account
                                                        Termination Letter
attached as Exhibit A. In particular we note the representation that "on
                                                        the Business
Combination Consummation Commencement Date (i) counsel for the
                                                        Company shall deliver
to you written notification that the Company has commenced the
                                                        procedures to
consummate the Business Combination, or the Business Combination will
 David B. Kaplan
Ares Acquisition Corp II
April 13, 2023
Page 2
      be consummated substantially concurrently with your transfer of funds to
the accounts as
      directed by the Company." Please revise the agreement consistent with the
revisions
      made to the prospectus or address the concerns raised in the prior
comment 1.
Risk Factors, page 41

2.    We note your response to comment 3 and the revised disclosure and we
reissue the
      comment in part. If applicable, include in your disclosure that the
excise tax could reduce
      the trust account funds available to pay redemptions. Describe the risks
of the excise tax
      applying to redemptions in connection with de-SPACs, depending on the
structure of the
      de-SPAC transaction. Also describe, if applicable, the risk that if
existing SPAC investors
      elect to redeem their shares such that their redemptions would subject
the SPAC to the
      stock buyback excise tax, the remaining shareholders that did not elect
to redeem may
      economically bear the impact of the excise tax.
       You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295 if
you have questions regarding the financial statements and related matters.
Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.



                                                           Sincerely,
FirstName LastNameDavid B. Kaplan
                                                           Division of
Corporation Finance
Comapany NameAres Acquisition Corp II
                                                           Office of Real
Estate & Construction
April 13, 2023 Page 2
cc:       Tamar Donikyan
FirstName LastName