Ares Acquisition Corp II-A SEC Filings

Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh report beneficial ownership of warrants to purchase 4,789,194 Class A ordinary shares of Ares Acquisition Corporation II (CUSIP G33033104), representing 7.74% of the outstanding ordinary shares on a basis of 61,859,712 shares outstanding per the issuer's 10-Q filed May 15, 2025. The filing states the warrants are held in the ordinary course of business and were not acquired to change or influence control. Signatures are dated August 14, 2025, and the event date triggering the filing is June 30, 2025.

Meteora Capital reports a significant passive stake in Ares Acquisition Corp II. The filing discloses beneficial ownership of 4,845,228 Class A shares, representing 7.83% of the Class A common stock. The shares are held through funds and managed accounts for which Meteora Capital serves as investment manager, and Vik Mittal is identified as the managing member of Meteora Capital.

The filing shows shared voting and shared dispositive power over the reported shares and no sole voting or dispositive power. The reporting persons certify the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

Ares Acquisition Corp II Schedule 13G/A reports three related reporting persons hold meaningful minority stakes in the issuer. Westchester Capital Management, LLC discloses beneficial ownership of 3,827,254 shares (6.19%), including 104,489 shares of sole voting/dispositive power and 3,722,765 shares of shared voting/dispositive power. Virtus Investment Advisers, LLC reports 3,722,765 shares (6.02%) with shared voting and dispositive power. The Merger Fund reports 3,613,826 shares (5.84%) with shared voting and dispositive power.

The filing states these holdings are held in the ordinary course of business and were not acquired to change or influence control. The percentages are calculated on 61,859,712 shares outstanding (basis disclosed).

AQR Capital Management and affiliated entities report holding 1,875,229 Class A ordinary shares of Ares Acquisition Corp II, representing 3.03% of the class. The filing identifies AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC as the reporting persons and discloses that the reported position reflects shared voting and shared dispositive power of 1,875,229 shares and no sole voting or dispositive power.

The filers state the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer. An exhibit clarifies that AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC and that AQR Arbitrage, LLC is deemed controlled by AQR Capital Management, LLC.

Ares Acquisition Corporation II (AACT) reported $558,149,739 held in a Trust Account and $137,896 in cash outside the trust as of June 30, 2025. The company recorded $3.32 million of net income for the six months ended June 30, 2025, driven by investment income from the Trust, but incurred elevated general and administrative expenses of $8.21 million over the same six-month period, resulting in an accumulated deficit of $24.07 million on the balance sheet.

The company obtained shareholder approval to extend its Combination Period to January 26, 2026, entered into a Business Combination Agreement with Kodiak Robotics, Inc., and secured subscription commitments for an aggregate $60.0 million PIPE. Sponsor activity during the period included deposits of $2.96 million to the Trust, the issuance of an Extension Note and a Working Capital Loan (with $1.23 million outstanding). Management disclosed substantial doubt about going concern due to a working capital deficit of $9.33 million and limited cash outside the Trust, while relying on expected Sponsor or affiliate financing and closure of the Proposed Business Combination.

Ares Acquisition Corporation II reported that W. R. Berkley Corporation and its subsidiary Berkley Insurance Company beneficially hold 3,513,649 Class A ordinary shares, equal to 5.7% of the outstanding Class A shares. The interest is reported as shared voting and shared dispositive power rather than sole control, and the filers certify the position was acquired and is held in the ordinary course of business.

The filing identifies the security by CUSIP G33033104 and uses an outstanding share base of 61,859,712 Class A shares for the percentage calculation, making this a material passive disclosure triggering Schedule 13G reporting.

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.