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 Q4 - Annual Report