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Ares Acquisition II(AACT)
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Ares Acquisition II(AACT) - 2023 Q4 - Annual Report
2024-02-28 21:54
Financial Reporting and Compliance - As of December 31, 2023, there are 50,000,000 Class A ordinary shares subject to possible redemption, classified as temporary equity [401]. - The net income (loss) per ordinary share is calculated by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period [402]. - The company does not believe that any recently issued accounting pronouncement will have a material effect on its financial statements [403]. - The management's discussion and analysis is based on estimates and judgments affecting reported amounts of assets, liabilities, revenues, and expenses [400]. - The company is in the process of evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act [406]. - The company is committed to ensuring compliance with SEC regulations regarding ownership reporting [466]. - The late filings do not indicate any issues with the company's overall compliance practices [466]. - The company continues to monitor and review Section 16(a) filings to maintain regulatory adherence [466]. - The company emphasizes the importance of timely reporting to uphold transparency and regulatory standards [466]. Corporate Governance - The company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees [442]. - The board has determined that a majority of its members are independent as per NYSE listing standards [428]. - The audit committee includes independent directors Brad Coleman, David G. Hirz, and Felicia Thornton, with Thornton serving as chairperson [433]. - Felicia Thornton is recognized as an "audit committee financial expert" under applicable SEC rules [433]. - The compensation committee, also composed of independent directors, is responsible for reviewing and approving executive compensation and corporate goals [438]. - The nominating committee is responsible for overseeing the selection of board nominees, ensuring a diverse mix of skills and backgrounds [434]. - The company has established procedures for handling complaints regarding accounting and internal controls [433]. - Directors owe fiduciary duties under Cayman Islands law, including acting in good faith and exercising independent judgment [443]. - The company intends to disclose any amendments to its Code of Business Conduct and Ethics in a Current Report on Form 8-K [442]. Conflicts of Interest - The company has a duty to avoid conflicts of interest, including self-dealing, which can be forgiven with full disclosure to shareholders [445]. - Directors and executive officers may have fiduciary duties to other entities, potentially affecting the allocation of investment opportunities [446]. - The company does not expect conflicts of interest to materially impact its ability to complete its initial business combination [447]. - The company may pursue acquisition opportunities jointly with Ares or its affiliates, with terms determined at the time of acquisition [448]. - Executive officers and directors are not required to commit specific time to the company's affairs, leading to potential conflicts in time allocation [449]. - The company is not prohibited from pursuing business combinations with entities affiliated with its Sponsor or directors [460]. Insurance and Liability - The company has obtained directors' and officers' liability insurance to cover costs related to defense and indemnification obligations [462]. - Indemnification provisions for officers and directors may discourage lawsuits for breach of fiduciary duty, potentially affecting shareholder interests [465]. Shareholder Reporting - All filing requirements for executive officers, directors, and beneficial owners over 10% were met in a timely manner, except for Forms 3 filed one day late on April 21, 2023 [466]. - Forms 3 reporting initial ownership were filed late for David B. Kaplan, Jarrod Phillips, Peter Ogilvie, Felicia Thornton, Michael Arougheti, Allyson Satin, and Ares Acquisition Holdings II LP [466]. - The late filing of Forms 3 was an inadvertent error [466]. - The company believes that all other Section 16(a) forms were filed correctly and on time [466]. - Section 16(a) of the Exchange Act mandates timely reporting of ownership changes for certain executives and directors [466]. - The affected individuals are responsible for furnishing copies of their Section 16(a) forms to the company [466].
Ares Acquisition II(AACT) - 2023 Q3 - Quarterly Report
2023-11-07 00:28
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].
Ares Acquisition II(AACT) - 2023 Q2 - Quarterly Report
2023-08-10 22:42
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].
Ares Acquisition II(AACT) - 2023 Q1 - Quarterly Report
2023-06-02 20:46
Financial Position - As of March 31, 2023, total assets amounted to $842,780, a significant increase from $512,595 as of December 31, 2022, reflecting a growth of approximately 64.3%[8] - Total liabilities increased to $834,119 as of March 31, 2023, up from $503,634 as of December 31, 2022, representing a rise of about 65.5%[8] - The total shareholder's equity decreased to $8,661 as of March 31, 2023, down from $8,961 as of December 31, 2022, reflecting a decline of about 3.3%[8] - As of March 31, 2023, the Company had no cash equivalents and did not hold cash in any financial institution accounts[46][54] - The Company has no long-term debt obligations or off-balance sheet arrangements as of the reporting date[95] Operating Performance - The company reported a net loss of $300 for the three months ended March 31, 2023, compared to a net loss of $1,751 for the same period in 2022, indicating a reduction in losses by approximately 82.9%[12] - The Company incurred formation costs of $300 for the three months ended March 31, 2023, compared to $1,751 for the same period in 2022, showing a decrease of approximately 82.9%[12] - The company reported no cash flows from operating activities for the three months ended March 31, 2023, consistent with the previous year[21] - The company had a net loss of $300 for the three months ended March 31, 2023, compared to a net loss of $1,751 for the same period in 2022, primarily due to formation costs[91] Initial Public Offering (IPO) - The Initial Public Offering (IPO) was completed on April 25, 2023, raising gross proceeds of $500,000,000 from the sale of 50,000,000 units at $10.00 per unit, with offering costs amounting to $28,452,534[26] - 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, incurring offering costs of $28,452,534[58] - The Company sold an additional 14,300,000 Private Placement Warrants for $14,300,000 simultaneously with the IPO[27] - The Company issued 14,300,000 Private Placement Warrants at a price of $11.50 per share, generating $14,300,000 in proceeds, which were added to the Trust Account[71] Trust Account and Business Combination - A total of $505,000,000 was placed in a Trust Account, invested solely in U.S. government securities, with a per unit value of $10.10[28] - The Company must complete a Business Combination with target businesses having a fair market value of at least 80% of the Trust Account assets[29] - Public shareholders can redeem their shares for a pro rata portion of the Trust Account, initially valued at $10.10 per share[31] - The Company has until April 25, 2025, to complete a Business Combination, after which it will redeem Public Shares at the amount in the Trust Account[34] - The Sponsor has agreed to waive its liquidation rights regarding Founder Shares if the Company fails to complete a Business Combination within the Combination Period[35] Management and Operations - The Company has approximately $3,400,000 in its operating bank account immediately after the IPO to cover liquidity needs[38] - Management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the filing date[39] - The Company expects to incur significant costs related to being a public company and pursuing initial business combinations, with no operating revenues anticipated until after such combinations are completed[90] Shareholder Information - The company had 50,000,000 Class A ordinary shares and 12,937,500 Class B ordinary shares issued and outstanding as of May 30, 2023[3] - The weighted average shares outstanding remained constant at 11,250,000 for both the three months ended March 31, 2023, and 2022[12] - The weighted average number of ordinary shares outstanding was adjusted for 1,687,500 Class B ordinary shares subject to forfeiture, resulting in a net loss per ordinary share calculation[53] - The Sponsor holds 12,937,500 Founder Shares, representing 20% of the outstanding shares upon completion of the offering[67] - The Company increased its authorized share capital to 9,000,000,000 Class A ordinary shares and 900,000,000 Class B ordinary shares as of April 20, 2023[86] Legal and Compliance - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[102] - There were no changes in internal control over financial reporting that materially affected the company's financial reporting during the most recent fiscal quarter[107] - The company is not currently subject to any material legal proceedings, nor are any material legal proceedings threatened against it[108] - The company has not experienced any material changes in risk factors since its Initial Public Offering on April 25, 2023[109] Costs and Fees - The Company incurred $17,500,000 in deferred underwriting commissions as part of the offering costs related to the Initial Public Offering[58] - The underwriters received a cash underwriting discount of $0.20 per Unit, totaling $10,000,000, and will receive deferred underwriting commissions of $17,500,000, payable only if the Company completes a Business Combination[79] - The Company has agreed to pay a monthly Administrative Service Fee of $16,667 to the Sponsor for office space and administrative services, effective April 20, 2023[74] - Ares Management Capital Markets LLC received an advisory fee of $2,000,000 upon the closing of the Initial Public Offering and will receive a deferred fee of $3,500,000 contingent on completing the initial Business Combination[75] Accounting and Estimates - The company has identified critical accounting estimates that may affect reported amounts of assets and liabilities, emphasizing the potential for actual results to differ from estimates[98] - The company has no unrecognized tax benefits or accrued interest and penalties related to tax positions as of March 31, 2023[51] - The funds in the Trust Account will be comprised entirely of U.S. government securities with maturities of 185 days or less or money market funds meeting certain conditions[110]