Executive Dependence and Conflicts - The company is dependent on a small group of executive officers, and their loss could adversely affect operations[234]. - The company does not carry "key person" insurance for its executive officers, which could impact its ability to complete business combinations[236]. - The company anticipates needing to add key personnel to complete its initial business combination, but the market for qualified professionals is highly competitive[237]. - The company faces potential conflicts of interest due to its executive officers and directors having obligations to other entities, which may affect business combination opportunities[238]. Financial Metrics and Listing Requirements - The company must maintain a minimum market capitalization of $50 million and other financial metrics to remain listed on the NYSE[249]. - For shares to be listed post-business combination, the share price must be at least $4.00, with a total market capitalization of at least $200 million[251]. - If the NYSE delists the company's securities, they may be quoted on an over-the-counter market, leading to significant adverse consequences[252]. Shareholder and Warrant Information - The Sponsor invested an aggregate of $14,325,000, including $25,000 for Class B ordinary shares and $14,300,000 for Private Placement Warrants[254]. - Assuming a trading price of $10.00 per share, the 12,500,000 Class B ordinary shares would have an aggregate implied value of $125,000,000[254]. - The Company issued 25,000,000 warrants as part of the Units offered in the Initial Public Offering and 14,300,000 Private Placement Warrants, each exercisable at $11.50 per share[263]. - If the Company issues additional Class A ordinary shares at a Newly Issued Price of less than $9.20, the exercise price of the warrants will be adjusted to 115% of the higher of the Market Value and the Newly Issued Price[267]. - The Sponsor controls 20% of the issued and outstanding ordinary shares as of December 31, 2024, potentially influencing shareholder votes[268]. - The Company may redeem outstanding warrants at a price of $0.01 per warrant if the closing price of Class A ordinary shares equals or exceeds $18.00 for any 20 trading days within a 30-trading day period[261]. - The Company may issue Class A ordinary shares in connection with the redemption of warrants, potentially increasing the number of outstanding shares[264]. Regulatory and Compliance Issues - The Company is classified as an "emerging growth company," which may limit the information available to shareholders and affect the attractiveness of its securities[269]. - The Company may amend the terms of the warrants with the approval of at least 50% of the then-outstanding public warrants, potentially adversely affecting holders[256]. - The Company may face reduced liquidity for its securities and limited market quotations, impacting trading activity[254]. - The company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new or revised financial standards at the same time as private companies[270]. - The company qualifies as a "smaller reporting company," allowing it to provide only two years of audited financial statements, as long as its Class A ordinary shares held by non-affiliates do not exceed a market value of $250 million or annual revenues do not exceed $100 million[271]. - The company is incorporated under the laws of the Cayman Islands, which may limit shareholders' ability to protect their interests and enforce judgments obtained in U.S. courts[273]. - Provisions in the company's amended and restated memorandum and articles of association may inhibit takeovers, potentially limiting the price investors are willing to pay for Class A ordinary shares[278]. - The company’s amended and restated memorandum and articles of association require that derivative actions and certain claims must be brought in the courts of the Cayman Islands, which may discourage lawsuits against directors and officers[280]. Business Combination and Redemption Risks - If the company does not consummate an initial business combination by the end of the Combination Period, public shareholders may have to wait for redemption from the Trust Account[287]. - The company may face uncertain U.S. federal income tax consequences related to the allocation of purchase price between Class A ordinary shares and warrants included in Units[284]. - Any distributions received by shareholders prior to addressing creditor claims in the event of bankruptcy may be viewed as "preferential transfers" or "fraudulent conveyances"[285]. - The company’s board of directors may be viewed as having breached fiduciary duties if it pays public shareholders from the Trust Account before addressing creditor claims[286]. - The company’s amended and restated memorandum and articles of association provide that damages alone would not be an adequate remedy for breaches of the exclusive forum selection provision[282]. - The company may face liability for claims by third parties against distributions received by shareholders upon redemption of their shares[288]. - If the company enters into an insolvent liquidation, distributions to shareholders could be deemed unlawful if it is proven that the company was unable to pay its debts at the time of distribution[288]. - The company has registered the issuance of Class A ordinary shares that are issuable upon exercise of the warrants, which will become exercisable 30 days after the completion of an initial business combination[291]. - The warrants may become exercisable for a security other than Class A ordinary shares if the company is not the surviving entity in its initial business combination[295]. Trust Account and Investment Risks - The proceeds in the Trust Account are invested in U.S. government treasury obligations, which could yield negative interest rates, potentially reducing the per-share redemption amount for public shareholders[301]. - The company is classified as an early-stage company with no revenues, making it difficult for investors to evaluate its ability to achieve business objectives[302]. - Past performance of Ares or its affiliates does not guarantee future performance or returns for the company[303]. - The company may reincorporate in another jurisdiction, which could result in adverse tax consequences for shareholders or warrant holders[297]. - A majority of the company's directors and officers may reside outside the United States after the initial business combination, complicating legal enforcement for U.S. investors[299]. - The company may not hold an annual shareholder meeting until after the consummation of its initial business combination, limiting shareholder engagement[290]. Cybersecurity and Privacy Risks - The company has not experienced any material security incidents or cyber-attacks that have affected its operations or financial condition, but there is an increasing frequency and sophistication of cyber threats faced[305]. - The SEC has adopted new rules requiring public companies to disclose material cybersecurity incidents and risk management strategies, effective for fiscal years ending on or after December 15, 2023[307]. - The company expects increased costs to comply with new SEC rules, including costs for cybersecurity training and management[307]. - Significant financial penalties for breach of privacy laws can include up to €20 million or 4% of annual worldwide turnover under GDPR, and $2,500 to $7,500 per violation under the California Consumer Privacy Act[310]. - The company is subject to numerous privacy laws, including CCPA, GDPR, and others, which may impact its business and financial performance due to evolving compliance requirements[308]. - Cybersecurity risks are exacerbated by the increasing volume of sensitive data, including proprietary business information and personal information of employees and investors[306]. - The company relies on third-party service providers for critical information systems, which may increase vulnerability to cyber-attacks[305]. - Compliance with privacy laws may require significant resources and could lead to increased operational costs[308]. - The company has implemented processes and internal controls to mitigate cybersecurity risks, but these measures do not guarantee protection against incidents[306]. - The potential for significant reputational harm exists due to theft, loss, or misuse of sensitive information, which could adversely affect business operations[309].

Financial Position - As of September 30, 2024, the company had $1,189,876 in its operating bank account and working capital of $863,999[109]. - As of September 30, 2024, the company had no long-term debt obligations or off-balance sheet arrangements[113]. Income and Expenses - For the three months ended September 30, 2024, the company reported a net income of $6,964,802, driven by investment income of $7,407,809, with general and administrative costs of $443,007[107]. - For the nine months ended September 30, 2024, the company achieved a net income of $19,943,559, with investment income of $21,215,500 and general and administrative costs of $1,271,941[107]. - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[106]. - The company has entered into a monthly administrative service fee agreement of $16,667 with its Sponsor for general and administrative services[114]. - The company incurred offering costs of $28,550,129 related to the Initial Public Offering, including $17,500,000 for deferred underwriting commissions[101]. Initial Public Offering - The company completed its Initial Public Offering on April 25, 2023, raising gross proceeds of $500,000,000 from the sale of 50,000,000 Units at $10.00 per Unit[101]. - The company has until April 25, 2025, to complete a Business Combination, or it will redeem public shares at a price equal to the amount in the Trust Account[104]. - The company has contingent fees of $732,045 with a service provider, payable only if a Business Combination is consummated[117].

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 ACQUISITION CORPORATION II (Exact name of Registrant as specified in its charter) Cayman Islands 001-41691 98-1592 ...

Financial Position - As of March 31, 2024, the company had $1,643,343 in its operating bank account and working capital of $1,680,429[108]. - The company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2024[111]. Income and Expenses - For the three months ended March 31, 2024, the company reported a net income of $6,393,390, primarily from investment income of $6,848,902, offset by general and administrative costs of $455,512[106]. - The company generated non-operating income from interest on investments, with expectations of increased expenses due to public company compliance[106]. - The company has entered into a monthly administrative service fee agreement of $16,667 with its Sponsor for general and administrative services[112]. Initial Public Offering - The company completed its Initial Public Offering on April 25, 2023, raising gross proceeds of $500,000,000 from the sale of 50,000,000 Units, incurring offering costs of $28,550,129[102]. Business Combination - The company has until April 25, 2025, to complete a Business Combination, after which it will redeem public shares if unsuccessful[104]. - As of March 31, 2024, the company had contingent fees of $732,045 with a service provider, payable only if a Business Combination is consummated[115]. - The company incurred a deferred underwriting fee of $17,500,000, which will be waived if the initial business combination is not completed[114]. Risks - Management has identified risks from inflation, rising interest rates, and geopolitical events that could negatively impact the company's financial position and ability to complete a Business Combination[110].

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 ACQUISITION CORPORATION II (Exact name of Registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or other ju ...

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $6,400,142, primarily from investment income of $6,784,071, after deducting general and administrative costs of $383,929[101]. - For the nine months ended September 30, 2023, the company achieved a net income of $9,965,778, with investment income totaling $10,657,294 and general and administrative costs of $691,516[101]. Financial Position - As of September 30, 2023, the company had $2,254,493 in its operating bank account and approximately $2.6 million in working capital[102]. - The company has no long-term debt obligations or off-balance sheet arrangements as of September 30, 2023[105]. - As of September 30, 2023, the company has 50,000,000 Class A ordinary shares subject to possible redemption, classified as temporary equity[112]. Administrative Costs - The company has entered into a monthly administrative service fee agreement of $16,667 with its Sponsor for general and administrative services[106]. Contingent Liabilities - A deferred fee of $17,500,000 is payable to underwriters, which will be waived if the company does not complete an initial business combination[107]. - The company has contingent fees of approximately $0.7 million with a service provider, payable only if a Business Combination is consummated[108]. Risk Factors - The company has evaluated the impact of inflation, rising interest rates, and geopolitical events, concluding that these factors could negatively affect its financial position and ability to complete an initial business combination[104]. Regulatory Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[115].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $3,565,936, primarily from investment income of $3,873,223, with general and administrative costs of $307,287[103]. - The company has not generated any operating revenues and relies on non-operating income from interest on investments[102]. Financial Position - As of June 30, 2023, the company had approximately $2,520,846 in its operating bank account and working capital of approximately $3.0 million[104]. - The company has incurred a total of $366,781 in loans from its Sponsor, which was fully repaid on April 25, 2023[104]. - The company has no long-term debt obligations or off-balance sheet arrangements as of June 30, 2023[107]. - As of June 30, 2023, the company has 50,000,000 Class A ordinary shares subject to possible redemption, classified as temporary equity[114]. Agreements and Fees - The company has entered into a monthly administrative service fee agreement of $16,667 with its Sponsor for general and administrative services[108]. - A deferred fee of $17,500,000 is payable to underwriters, which will be waived if the company does not complete an initial business combination[109]. - The company has contingent fees of approximately $0.7 million with a service provider, payable only if a Business Combination is consummated[110]. Economic Factors - The company has evaluated the impact of inflation and rising interest rates, concluding that these factors could negatively affect its financial position and ability to complete an initial business combination[106].

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 ACQUISITION CORPORATION II (Exact name of Registrant as specified in its charter) Cayman Islands 001-41691 98-1592112 (State or oth ...