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Ares Acquisition Corporation II (symbol: AACT) filed Amendment No. 1 to its Form S-4 registration statement with the U.S. Securities and Exchange Commission on 30 June 2025. The filing registers the issuance of securities in connection with a proposed business combination, as further described in the accompanying proxy statement/prospectus. AACT is a Cayman Islands–incorporated special-purpose acquisition company (SPAC) and qualifies as a non-accelerated filer, smaller reporting company and emerging growth company.
The amendment updates prior disclosures and reflects several historical capital-structure events:
- On 25 April 2023 the company consummated the sale of over-allotment units pursuant to the underwriters’ partial exercise of their over-allotment option.
- All share and per-share figures in the registration statement have been retroactively restated to give effect to share surrender, recapitalisation and forfeiture transactions (see Note 4).
The document lists AACT’s principal executive office at Ares Management LLC, 245 Park Avenue, New York, NY 10167, and names Peter Ogilvie as agent for service. Legal counsel includes Kirkland & Ellis LLP and Wilson Sonsini Goodrich & Rosati, with Kodiak Robotics, Inc. appearing among the co-registrant contacts, indicating its involvement in the contemplated transaction.
The securities will be offered to the public as soon as practicable after the registration statement becomes effective and the related transactions close. The company has not elected to use the extended transition period for new or revised accounting standards.
No earnings data or pro-forma financial statements are contained in the excerpt provided. Accordingly, the amendment’s primary significance to investors is procedural—moving the SPAC’s proposed combination one step closer to completion and updating capital-structure disclosures to ensure accuracy ahead of shareholder voting.
Ares Acquisition Corporation II (AACT) has entered into a material working capital loan agreement with its sponsor, Ares Acquisition Holdings II LP, for up to $2 million. The unsecured loan, dated June 23, 2025, will be used to finance transaction costs related to AACT's proposed business combination with Kodiak Robotics.
Key terms of the working capital loan:
- No interest on unpaid principal balance
- Matures upon earlier of business combination completion or last day to complete business combination
- Convertible into warrants of post-merger company at $1.00 per warrant
- Each warrant exercisable for one ordinary share at $11.50
The company has filed an S-4 registration statement (No. 333-287278) on May 14, 2025, regarding the proposed merger with Kodiak Robotics. If AACT fails to complete a business combination, the loan will only be repaid using funds available outside the trust account.
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