Sponsor of Ares Acquisition Corp III (AAC) reports 6.8M warrants and 9.9M Class B shares
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Ares Acquisition Corp III filed an initial ownership report showing that its sponsor group holds significant equity-linked interests. The sponsor directly holds private placement warrants linked to 6,800,000 Class A ordinary shares, exercisable at $11.50 per share after the company completes its initial business combination and expiring five years later.
The sponsor also holds 9,918,750 Class B ordinary shares, which automatically convert into Class A ordinary shares on a one-for-one basis upon completion of the initial business combination, or earlier at the holder’s option. Up to 1,293,750 of these Class B shares are subject to forfeiture if the underwriters do not fully exercise their over-allotment option.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Ares Partners Holdco LLC, Ares Acquisition Holdings III LP
Role
10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Class B ordinary shares | -- | -- | -- |
| holding | Private placement warrants | -- | -- | -- |
Holdings After Transaction:
Class B ordinary shares — 9,918,750 shares (Direct);
Private placement warrants — 6,800,000 shares (Direct)
Footnotes (1)
- As described in the registration statement filed by Ares Acquisition Corporation III (the "issuer") on Form S-1 (File No. 333-296746) (as amended from time to time, the "Registration Statement") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer upon the completion of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described in the Registration Statement. The Class B ordinary shares have no expiration date. The Class B ordinary shares reported herein include up to 1,293,750 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the Registration Statement. Ares Partners Holdco LLC ("Ares Partners") is the sole member of each of Ares Voting LLC ("Ares Voting") and Ares Management GP LLC ("Ares Management GP"), which are respectively the holders of the Class B and Class C common stock of Ares Management Corporation ("Ares Management"), which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco LLC ("Ares Holdco" and together with each of the foregoing entities, the "Ares Entities"), which is the general partner of Ares Holdings L.P. ("Ares Holdings"). Ares Holdings is the sole shareholder of Ares Acquisition Holdings III, which is the general partner of Ares Acquisition Holdings III LP (the "sponsor"). The sponsor directly holds the securities reported herein. Each of the Ares Entities and Ares Holdings may be deemed to share beneficial ownership of the securities directly held by the sponsor, but each of the foregoing disclaims beneficial ownership of such securities except to the extent of its respective pecuniary interest therein. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over the Board Members' decisions. Each of these individuals expressly disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners, except to the extent of their respective pecuniary interest therein. The principal business office of the sponsor, the Ares Entities and Ares Holdings is c/o Ares Management LLC, 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067. As described in the Registration Statement, the reported warrants become exercisable 30 days after the completion of the Issuer's initial business combination and expire five (5) years after the completion of the issuer's initial business combination.
Key Figures
Underlying Class A shares from warrants: 6,800,000 shares
Warrant exercise price: $11.50 per share
Underlying Class A from Class B: 9,918,750 shares
+3 more
6 metrics
Underlying Class A shares from warrants
6,800,000 shares
Private placement warrants underlying Class A ordinary shares
Warrant exercise price
$11.50 per share
Private placement warrants exercise price
Underlying Class A from Class B
9,918,750 shares
Class B ordinary shares convertible one-for-one into Class A
Class B shares subject to forfeiture
1,293,750 shares
Forfeiture if IPO underwriters’ over-allotment not fully exercised
Warrant exercisability delay
30 days
After completion of initial business combination
Warrant term after business combination
5 years
Expiration five years after completion of initial business combination
Key Terms
Private placement warrants, Class B ordinary shares, over-allotment option, initial business combination, +1 more
5 terms
Private placement warrants financial
"The sponsor directly holds the securities reported herein, including private placement warrants."
Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.
over-allotment option financial
"include up to 1,293,750 shares that are subject to forfeiture if underwriters do not exercise in full their over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
initial business combination financial
"will automatically convert into Class A ordinary shares upon the completion of the issuer's initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
beneficial ownership financial
"may be deemed to share beneficial ownership of the securities directly held by the sponsor"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What insider holdings does Ares Acquisition Corp III (AAC) disclose in this Form 3?
The filing shows the sponsor group holds private placement warrants for 6,800,000 Class A shares and 9,918,750 Class B shares. These positions give substantial potential equity exposure tied to completion of AAC’s initial business combination.
What is the exercise price and term of AAC’s reported private placement warrants?
The private placement warrants have an exercise price of $11.50 per share. They become exercisable 30 days after AAC’s initial business combination and expire five years after that business combination, as described in the company’s registration statement.