Ares Acquisition II(US:AACT)2025-08-12 20:29PART I—FINANCIAL INFORMATION 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 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 conditions3143 - 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 $7,143,3123238 - 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 concern52154 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 so131136 - 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 transaction138143 - 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 $8,359,410133146160 - 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 outstanding152153 Quantitative and Qualitative Disclosures About Market Risk 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 item172 Controls and Procedures 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 effective174 - There were no material changes in internal control over financial reporting during the most recent fiscal quarter175 PART II—OTHER INFORMATION This section covers legal proceedings, risk factors, unregistered sales of equity, defaults, mine safety, other information, and a list of exhibits Legal Proceedings 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 costs176177 Risk Factors 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 deadline179 - 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 deal181 - 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 shareholders183 Unregistered Sales of Equity Securities and Use of Proceeds 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, 2025185 - $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 proceeds186187 Defaults Upon Senior Securities The company reports no defaults upon senior securities - None189 Mine Safety Disclosures The company reports no applicable mine safety disclosures - None190 Other Information 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 arrangement191 Exhibits 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) |