8-K

Date: May 1, 2023

ARES ACQUISITION CORPORATION II

/s/ Jarrod Phillips

Jarrod Phillips

Chief Financial Officer

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 organization)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

245 Park Avenue, 44th Floor

New York, NY

10167

(Address of principal executive offices)

(Zip Code)

(310) 201-4100

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant	AACT.U	New York Stock Exchange
Class A Ordinary Shares included as part of the units	AACT	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	AACT WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On April 25, 2023, Ares Acquisition Corporation II (the “Company”) consummated an initial public offering (the “IPO”) of 50,000,000 units (the “Units”), which included 5,000,000 Units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of 10.00 per Unit, generating gross proceeds of $500,000,000.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 14,300,000 private placement warrants to Ares Acquisition Holdings II LP (the “Sponsor”) at a purchase price of $1.00 per warrant, generating gross proceeds of $14,300,000 (the “Private Placement”), and the Sponsor extended a no interest loan to the Company of $5,000,000 (the “Overfunding Loan”).

The net proceeds from the IPO, the Overfunding Loan and certain of the proceeds from the Private Placement, $505,000,000 in the aggregate (the “Offering Proceeds”), were placed in a trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.

An audited balance sheet as of April 25, 2023 reflecting receipt of the Offering Proceeds has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

99.1	Audited Balance Sheet

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.