Ares Acquisition II(US:AACT)2025-05-15 20:06PART I—FINANCIAL INFORMATION Unaudited Condensed Financial Statements 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 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 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 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 period16 - 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 liabilities16 Notes to Unaudited Condensed Financial Statements 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 Inc120 - The company extended its business combination deadline to January 26, 2026, with shareholders redeeming 640,288 Class A shares for approximately $7.1 million125 - 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 concern40 - In connection with the proposed business combination, the company entered into subscription agreements for a $60 million PIPE investment121 Management's Discussion and Analysis of Financial Condition and Results of Operations 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, 2023133138 - On April 14, 2025, the company entered into a business combination agreement with Kodiak Robotics Inc, supported by a $60 million PIPE investment140145 - 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 ability152154 - Deferred underwriting and advisory fees were reduced to an aggregate of $8.36 million in connection with the business combination147161 Quantitative and Qualitative Disclosures About Market Risk 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 information171 Controls and Procedures 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, 2025173 - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter174 PART II—OTHER INFORMATION Legal Proceedings 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 expenses175176 Risk Factors 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, 2026178 - The consummation of the proposed business combination with Kodiak is subject to conditions that may not be satisfied or waived179 - 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 deal180181182 - The Business Combination Agreement contains restrictive covenants preventing the company from soliciting or encouraging alternative acquisition proposals, even if more favorable to shareholders186187 Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities 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, 2025195 - There has been no material change in the planned use of IPO proceeds, with $505 million placed in the Trust Account after costs196197 Defaults Upon Senior Securities The company reports no defaults upon senior securities - None198 Mine Safety Disclosures The company reports no mine safety disclosures - None199 Other Information 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 quarter200 Exhibits 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 exhibits201