[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) This section presents the unaudited condensed financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for Ares Acquisition Corporation II [Unaudited Condensed Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section presents the unaudited condensed financial statements for Ares Acquisition Corporation II as of June 30, 2025, detailing financial position, operations, and cash flows, along with notes on the proposed business combination and going concern uncertainty Condensed Balance Sheet Summary (As of June 30, 2025) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$560,977,962** | **$551,901,020** | | Investments held in Trust Account | $558,149,739 | $550,800,038 | | Cash | $137,896 | $975,319 | | **Total Liabilities** | **$27,000,795** | **$23,240,569** | | Current Liabilities | $12,160,593 | $740,569 | | Deferred underwriting and advisory fees | $8,359,410 | $17,500,000 | | **Total Shareholders' Deficit** | **($24,072,572)** | **($22,039,587)** | Condensed Statements of Operations Summary (Six Months Ended June 30) | Account | 2025 | 2024 | | :--- | :--- | :--- | | General and administrative expenses | $8,211,992 | $828,934 | | Investment income on investments held in Trust Account | $11,531,430 | $13,807,691 | | **Net Income** | **$3,319,438** | **$12,978,757** | - On April 14, 2025, the Company entered into a business combination agreement with Kodiak Robotics Inc. The transaction is subject to shareholder approval and other closing conditions[31](index=31&type=chunk)[43](index=43&type=chunk) - The deadline to consummate a business combination was extended from April 25, 2025, to January 26, 2026. In connection with the extension, shareholders redeemed **640,288 Class A ordinary shares** for an aggregate of **$7,143,312**[32](index=32&type=chunk)[38](index=38&type=chunk) - Management has determined that the approaching mandatory liquidation date of January 26, 2026, raises substantial doubt about the Company's ability to continue as a going concern[52](index=52&type=chunk)[154](index=154&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting the proposed business combination, financing, and liquidity challenges - The company is a blank check company formed to effect a business combination and has until **January 26, 2026**, to do so[131](index=131&type=chunk)[136](index=136&type=chunk) - On April 14, 2025, the company entered into a business combination agreement with Kodiak Robotics Inc. Concurrently, it entered into subscription agreements for a **$60.0 million PIPE investment** to support the transaction[138](index=138&type=chunk)[143](index=143&type=chunk) - On April 11, 2025, the deferred underwriting and advisory fees payable upon a business combination were reduced from a potential **$21 million** to a combined total of **$8,359,410**[133](index=133&type=chunk)[146](index=146&type=chunk)[160](index=160&type=chunk) - As of June 30, 2025, the company had a working capital deficit of **$9,332,370** and cash of **$137,896** outside the Trust Account. Its liquidity needs are met by loans from its Sponsor, including a Working Capital Loan with **$1,232,707** outstanding[152](index=152&type=chunk)[153](index=153&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company, as a smaller reporting company, is not required to provide market risk disclosures - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide the information otherwise required under this item[172](index=172&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting - Based on an evaluation as of June 30, 2025, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[174](index=174&type=chunk) - There were no material changes in internal control over financial reporting during the most recent fiscal quarter[175](index=175&type=chunk) [PART II—OTHER INFORMATION](index=31&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity, defaults, mine safety, other information, and a list of exhibits [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company and its affiliates may be subject to legal proceedings and regulatory investigations, incurring significant costs - The company and its affiliates are subject to legal proceedings and extensive regulation, which may result in information requests or investigations and incur significant costs[176](index=176&type=chunk)[177](index=177&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) This section details additional risks, primarily concerning conflicts of interest for the company's officers, directors, and Sponsor regarding the proposed business combination - Officers and directors have potential conflicts of interest, as their founder shares (Converted Class A Ordinary Shares) and Private Placement Warrants may become worthless if a business combination is not completed by the deadline[179](index=179&type=chunk) - The Sponsor and its affiliates have incurred out-of-pocket expenses and provided loans (Overfunding, Working Capital, and Extension Note Contributions) that will only be repaid or reimbursed upon the closing of a business combination, creating a financial incentive to complete a deal[181](index=181&type=chunk) - The Sponsor and its affiliates have agreed to vote their shares in favor of the initial business combination and have waived their redemption rights, which may differ from the interests of public shareholders[183](index=183&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company reported no unregistered equity sales during the quarter and confirmed no material change in the planned use of IPO proceeds, with $505 million in the Trust Account - No unregistered sales of equity securities were conducted during the quarter ended June 30, 2025[185](index=185&type=chunk) - **$505,000,000** of net proceeds from the IPO and Private Placement were placed in the Trust Account. There has been no material change in the planned use of proceeds[186](index=186&type=chunk)[187](index=187&type=chunk) [Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[189](index=189&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no applicable mine safety disclosures - None[190](index=190&type=chunk) [Other Information](index=33&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025 - During the quarter ended June 30, 2025, no directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement[191](index=191&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists key exhibits filed with the Form 10-Q, including the Business Combination Agreement, loan notes, and officer certifications List of Key Exhibits | Exhibit No. | Description | | :--- | :--- | | 2.1 | Business Combination Agreement, dated as of April 14, 2025 | | 10.1 | Working Capital Loan Promissory Note | | 10.2 | Form of Promissory Note (Extension Note) | | 10.3 | Sponsor Support Agreement, dated as of April 14, 2025 | | 31.1, 31.2 | Certifications of CEO and CFO (Section 302) | | 32.1, 32.2 | Certifications of CEO and CFO (Section 906) |

Core Insights - Kodiak Robotics has appointed Mohamed "Mo" Elshenawy to its board of directors, enhancing its technology and self-driving leadership as it prepares for a public listing through a merger with Ares Acquisition Corporation II [1][6] - Elshenawy brings over two decades of experience in AI, product, and engineering across various sectors, including autonomous mobility and e-commerce, which will be crucial for Kodiak's growth [1][3] - The company aims to scale its autonomous trucking platform and has previously announced the addition of other experienced board members, Ken Goldman and Kristin Sverchek, to strengthen its leadership [5] Company Overview - Kodiak Robotics, founded in 2018, specializes in AI-powered autonomous vehicle technology, focusing on addressing supply chain challenges through driverless solutions [7] - The Kodiak Driver, a virtual driver, combines advanced AI software with modular hardware, and is already operational without a human driver [7] - Kodiak aims to become a leader in autonomous ground transportation, serving both commercial and public sector clients [7] Leadership Experience - Elshenawy previously served as President and CTO at Cruise LLC, where he led the launch of the first commercial driverless rideshare service in San Francisco [2][3] - His experience includes technology leadership roles at Amazon, where he managed global engineering for the ReCommerce business and developed a retail big data analytics platform [3][4] - Elshenawy holds over 10 patents in AI, robotics, and autonomous vehicles, and is involved with the Software Advisory Board at Mercedes-Benz [4] Business Combination - Kodiak's merger with Ares Acquisition Corporation II is expected to close in the second half of 2025, pending stockholder approval and customary closing conditions [6] - Upon completion, the combined entity will be named Kodiak AI, Inc., with its stock expected to trade under the ticker symbols KDK and KDK WS [6]

Group 1 - Kodiak Robotics is merging with Ares Acquisition Corporation II in a deal valued at $2.6 billion, indicating significant investment interest in the autonomous trucking sector [1] - The company has projected a substantial total addressable market for autonomous trucking, highlighting the industry's growth potential [1]

Core Insights - Kodiak Robotics and Roush Industries are collaborating to scale the deployment of Kodiak Driver-equipped autonomous trucks, with production expected to begin in the second half of 2025 [1][3] - Roush will establish a production line for upfitting trucks with Kodiak's modular and vehicle-agnostic hardware, which includes proprietary SensorPods and AI compute systems [3][4] - The partnership aims to enhance manufacturing flexibility and quality management, allowing for customization of various vehicle configurations to meet diverse trucking industry demands [5] Company Overview - Kodiak Robotics, founded in 2018, specializes in AI-powered autonomous vehicle technology aimed at addressing supply chain challenges and enhancing transportation safety [6][7] - The Kodiak Driver is operational without a human driver and has been deployed in both commercial and public sector applications, marking a significant milestone in driverless trucking [7] - Roush Industries has nearly 50 years of experience in product development and is recognized for its expertise in upfitting complex vehicles, including autonomous ones [4][8] Market Potential - The collaboration is positioned to tap into the trucking industry's estimated global market opportunity of over $4 trillion, with Kodiak planning to accelerate its go-to-market strategy through a proposed business combination with Ares Acquisition Corporation II [5]

[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Unaudited Condensed Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) Ares Acquisition II's unaudited financial statements detail its financial position, operations, cash flows, SPAC status, and the Kodiak Robotics business combination [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) The balance sheet as of March 31, 2025, details **$556.5 million** in the Trust Account, **$557.2 million** total assets, and a **$24.7 million** shareholders' deficit Condensed Balance Sheet Data (as of March 31, 2025 vs. December 31, 2024) ($) | Metric | March 31, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Cash | $657,314 | $975,319 | | Investments held in Trust Account | $556,498,479 | $550,800,038 | | **Total Assets** | **$557,246,090** | **$551,901,020** | | Total Current Liabilities | $3,092,844 | $740,569 | | **Total Liabilities** | **$25,592,844** | **$23,240,569** | | Class A ordinary shares subject to possible redemption | $556,398,479 | $550,700,038 | | **Total Shareholders' Deficit** | **($24,745,233)** | **($22,039,587)** | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Net income for Q1 2025 decreased to **$3.0 million** from **$6.4 million** in Q1 2024, driven by lower investment income and higher general and administrative expenses Statements of Operations (Three months ended March 31) ($) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | General and administrative expenses | $2,705,646 | $455,512 | | Investment income on investments held in Trust Account | $5,698,441 | $6,848,902 | | **Net Income** | **$2,992,795** | **$6,393,390** | | Basic and diluted net income per share, Class A | $0.05 | $0.10 | [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities for Q1 2025 was **$318,005**, decreasing cash outside the Trust Account from **$975,319** to **$657,314** - Cash at period-end was **$657,314**, a decrease from **$1.64 million** in the prior year period[16](index=16&type=chunk) - Net cash used in operating activities for Q1 2025 was **$318,005**, primarily due to net income adjustments for non-cash investment income and changes in operating liabilities[16](index=16&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's SPAC status, Kodiak Robotics business combination, extended deadline, and management's substantial doubt about its **going concern** ability - On April 14, 2025, the company entered into a definitive business combination agreement with **Kodiak Robotics Inc**[120](index=120&type=chunk) - The company extended its business combination deadline to **January 26, 2026**, with shareholders redeeming **640,288 Class A shares** for approximately **$7.1 million**[125](index=125&type=chunk) - Management has determined that mandatory liquidation if a business combination is not completed by **January 26, 2026**, raises substantial doubt about the company's ability to continue as a **going concern**[40](index=40&type=chunk) - In connection with the proposed business combination, the company entered into subscription agreements for a **$60 million PIPE investment**[121](index=121&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, the proposed Kodiak Robotics business combination, the **$60 million PIPE investment**, and the **going concern** risk due to the extended deadline and **$2.35 million** working capital deficit - The company, a blank check company, has until **January 26, 2026**, to complete an initial business combination following its IPO on **April 25, 2023**[133](index=133&type=chunk)[138](index=138&type=chunk) - On **April 14, 2025**, the company entered into a business combination agreement with **Kodiak Robotics Inc**, supported by a **$60 million PIPE investment**[140](index=140&type=chunk)[145](index=145&type=chunk) - As of **March 31, 2025**, the company had a working capital deficit of **$2.35 million** and cash of **$657,314** outside the Trust Account, raising substantial doubt about its **going concern** ability[152](index=152&type=chunk)[154](index=154&type=chunk) - Deferred underwriting and advisory fees were reduced to an aggregate of **$8.36 million** in connection with the business combination[147](index=147&type=chunk)[161](index=161&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide disclosures regarding market risk - As a smaller reporting company under Rule 12b-2 of the Exchange Act, the company is not required to provide this information[171](index=171&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of **March 31, 2025**, with no material changes to internal control over financial reporting during the quarter - The principal executive and financial officers concluded that the company's disclosure controls and procedures were **effective** as of **March 31, 2025**[173](index=173&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[174](index=174&type=chunk) [PART II—OTHER INFORMATION](index=32&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company and its affiliates are subject to legal proceedings and regulatory requests, incurring significant associated costs - The company, its officers, directors, and Sponsor are subject to legal proceedings and extensive regulation, resulting in significant costs and expenses[175](index=175&type=chunk)[176](index=176&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) This section highlights material risks, including substantial doubt about the company's **going concern** ability due to the **January 26, 2026**, business combination deadline, and risks related to the proposed Kodiak combination and conflicts of interest - There is substantial doubt about the company's ability to continue as a **going concern**, as it faces mandatory liquidation if a business combination is not consummated by **January 26, 2026**[178](index=178&type=chunk) - The consummation of the proposed business combination with **Kodiak** is subject to conditions that may not be satisfied or waived[179](index=179&type=chunk) - Officers and directors have **conflicts of interest** due to founder shares and private placement warrants, and the Sponsor's outstanding loans and deferred advisory fee create financial incentives to approve the deal[180](index=180&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) - The Business Combination Agreement contains **restrictive covenants** preventing the company from soliciting or encouraging alternative acquisition proposals, even if more favorable to shareholders[186](index=186&type=chunk)[187](index=187&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company reports no unregistered sales of equity securities during Q1 2025, and the use of IPO proceeds remains materially unchanged from the final prospectus - No equity securities were sold on an unregistered basis during the quarter ended **March 31, 2025**[195](index=195&type=chunk) - There has been no material change in the planned use of IPO proceeds, with **$505 million** placed in the Trust Account after costs[196](index=196&type=chunk)[197](index=197&type=chunk) [Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[198](index=198&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[199](index=199&type=chunk) [Other Information](index=36&type=section&id=Item%205.%20Other%20Information) During the quarter, no directors or executive officers adopted or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements - No director or executive officer adopted or terminated any Rule 10b5-1(c) trading plan for company securities during the quarter[200](index=200&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Business Combination Agreement with Kodiak Robotics, the Sponsor Support Agreement, and officer certifications - The report includes the Business Combination Agreement, Sponsor Support Agreement, Form of Subscription Agreement, and CEO/CFO certifications as exhibits[201](index=201&type=chunk)

Group 1: Kodiak Robotics - Kodiak Robotics is planning to go public through a merger with SPAC Ares Acquisition Corporation II, expected to close in the second half of the year [1] - The deal values Kodiak at $2.5 billion pre-money, with Kodiak having raised $243 million to date and over $110 million committed by institutional investors for the transaction [2] - In January, Kodiak delivered two self-driving trucks to Atlas Energy Solutions as part of a 100-truck contract for hauling fracking sand in West Texas [3] Group 2: Nuro - Nuro has raised $106 million in an ongoing Series E funding round, bringing its total funding to $2.2 billion and valuing the firm at $6 billion [3][4] - The funds will be used by Nuro to scale its technology platform and advance commercial partnerships, offering vehicle-agnostic technology to automotive manufacturers and mobility companies [4] Group 3: Automotive Industry Tariffs - The automotive industry is facing challenges due to ongoing 25% tariffs on imported vehicles, which may affect half of the cars in the U.S. market [6] - Car manufacturers are adopting various strategies in response to the tariffs, including cost absorption by BMW, production pauses by Stellantis, and employee discount initiatives by Ford [6] - Analyst Daniel Roeska indicated that prolonged tariffs could have a chilling effect on the automotive sector, impacting automakers' bottom lines [7]

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].

Financial Position - As of June 30, 2024, the company had $1,396,782 in its operating bank account and working capital of $1,307,006[109]. - The company has no long-term debt obligations or off-balance sheet arrangements[112]. Income and Expenses - For the three months ended June 30, 2024, the company reported a net income of $6,585,367, driven by investment income of $6,958,789[108]. - The company incurred general and administrative costs of $373,422 for the three months ended June 30, 2024, compared to $307,287 for the same period in 2023[108]. - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[107]. Initial Public Offering - The company generated gross proceeds of $500,000,000 from its Initial Public Offering, with offering costs amounting to $28,550,129[103]. Business Combination - The company has until April 25, 2025, to complete a Business Combination, or it will redeem public shares at a per-share price based on the Trust Account balance[105]. - As of June 30, 2024, the company had contingent fees of $732,045 with a service provider, payable only if a Business Combination is consummated[115]. Administrative Agreements and Services - The company has entered into a monthly administrative service fee agreement of $16,667 with its Sponsor for general services[113]. Risk Factors - Management has identified risks related to inflation, rising interest rates, and geopolitical events that could negatively impact its financial position and ability to complete a Business Combination[111].

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].