[SCHEDULE 13G/A] Ares Acquisition Corporation II Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant SEC Filing

Rhea-AI Filing Summary

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).

Insights

Financial Analyst

TL;DR: Three affiliated investment managers report passive stakes just above 5%, collectively signaling modest concentrated ownership without control intent.

The filing shows Westchester, Virtus and The Merger Fund each hold single-digit, >5% positions in Ares Acquisition Corp II, with Westchester reporting both limited sole power and materially larger shared voting and dispositive power. The disclosure includes the stated shares outstanding basis of 61,859,712, which enables the reported percentages. Because Item 10 certifies acquisition in the ordinary course and not for control, this appears to be a passive, reportable accumulation rather than an activist or control-seeking move.

Corporate Governance Expert

TL;DR: Ownership crosses the 5% reporting threshold for each filer but the filing asserts no intent to influence control, limiting governance implications.

The split between sole and shared voting/dispositive powers is relevant: Westchester uniquely reports a small amount of sole power (104,489 shares) while the bulk of positions are shared across the reporting group, which may reflect advisory/sub-advisory relationships disclosed in the filing. The explicit certification that securities were not acquired to change control reduces immediate governance risk, though the aggregated holdings could still be consequential for shareholder votes if mobilized.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Ares Acquisition Corp II

(Name of Issuer)

Class A ordinary shares, $0.0001 par value per share

(Title of Class of Securities)

G33033104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G33033104

1

Names of Reporting Persons

Westchester Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 104,489.00
6	Shared Voting Power 3,722,765.00
7	Sole Dispositive Power 104,489.00
8	Shared Dispositive Power 3,722,765.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,827,254.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.19 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: * Based on 61,859,712 Shares outstanding as of May 12, 2025, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.

SCHEDULE 13G

CUSIP No. G33033104

1

Names of Reporting Persons

Virtus Investment Advisers, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,722,765.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,722,765.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,722,765.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.02 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: * Based on 61,859,712 Shares outstanding as of May 12, 2025, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025. The amounts reported on this page are also included in the amounts reported by Westchester Capital Management, LLC on this Schedule 13G.

SCHEDULE 13G

CUSIP No. G33033104

1

Names of Reporting Persons

The Merger Fund

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,613,826.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,613,826.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,613,826.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.84 %

12

Type of Reporting Person (See Instructions)

IV

Comment for Type of Reporting Person: * Based on 61,859,712 Shares outstanding as of May 12, 2025, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025. The amounts reported on this page are also included in the amounts reported by Virtus Investment Advisers, LLC on this Schedule 13G.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Ares Acquisition Corp II
(b)	Address of issuer's principal executive offices: 245 Park Avenue, 44th Floor, New York, New York, 10167
Item 2.
(a)	Name of person filing: This statement is being filed jointly by the following (each, a "Reporting Person", and collectively, the "Reporting Persons"): Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability company, Virtus Investment Advisers, LLC ("Virtus"), a Delaware limited liability company, and The Merger Fund ("MF"), a Massachusetts business trust. Virtus, a registered investment adviser, serves as the investment adviser to MF, Virtus Westchester Event-Driven Fund ("EDF") and Virtus Westchester Credit Event Fund ("CEF"). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, EDF, CEF, JNL/Westchester Capital Event Driven Fund ("JNL"), JNL Multi-Manager Alternative Fund ("JARB") and Principal Funds, Inc. Global Multi-Strategy Fund ("PRIN", together with MF, EDF, CEF, JNL and JARB, the "Funds"). The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester.
(b)	Address or principal business office or, if none, residence: Westchester Capital Management, LLC 100 Summit Lake Drive, Valhalla, NY 10595 Virtus Investment Advisers, LLC One Financial Plaza, Hartford, CT 06103 The Merger Fund 101 Munson Street, Greenfield, MA 01301-9683
(c)	Citizenship: Each of Westchester and Virtus are organized under the laws of the State of Delaware. MF is organized under the laws of the State of Massachusetts
(d)	Title of class of securities: Class A ordinary shares, $0.0001 par value per share
(e)	CUSIP No.: G33033104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Westchester Capital Management, LLC: 3,827,254 Virtus Investment Advisers, LLC: 3,722,765 The Merger Fund: 3,613,826
(b)	Percent of class: Westchester Capital Management, LLC: 6.19% Virtus Investment Advisers, LLC: 6.02% The Merger Fund: 5.84%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Westchester Capital Management, LLC: 104,489 Virtus Investment Advisers, LLC: 0 The Merger Fund: 0
	(ii) Shared power to vote or to direct the vote: Westchester Capital Management, LLC: 3,722,765 Virtus Investment Advisers, LLC: 3,722,765 The Merger Fund: 3,613,826
	(iii) Sole power to dispose or to direct the disposition of: Westchester Capital Management, LLC: 104,489 Virtus Investment Advisers, LLC: 0 The Merger Fund: 0
	(iv) Shared power to dispose or to direct the disposition of: Westchester Capital Management, LLC: 3,722,765 Virtus Investment Advisers, LLC: 3,722,765 The Merger Fund: 3,613,826
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Westchester Capital Management, LLC

Signature:	/s/ CaSaundra Wu
Name/Title:	CaSaundra Wu, Chief Compliance Officer
Date:	08/14/2025

Virtus Investment Advisers, LLC

Signature:	/s/ Chetram Persaud
Name/Title:	Chetram Persaud, Chief Compliance Officer
Date:	08/14/2025

The Merger Fund

Signature:	/s/ Daphne Chisolm
Name/Title:	Daphne Chisolm, Vice President, Counsel and Assistant Secretary
Date:	08/14/2025

FAQ

How many AACT shares does Westchester Capital Management report owning?

Westchester reports beneficial ownership of 3,827,254 shares, representing 6.19% of the class based on the disclosed share count.

What percentage of AACT is held by Virtus Investment Advisers according to this filing?

Virtus reports beneficial ownership of 3,722,765 shares, equal to 6.02% of the class on the disclosed basis.

Does The Merger Fund hold more than 5% of AACT?

Yes. The Merger Fund reports 3,613,826 shares, representing 5.84% of the class as stated in the filing.

Do the filers claim they intend to influence control of Ares Acquisition Corp II (AACT)?

No. The certification in Item 10 states the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control.

What is the shares outstanding figure used to calculate the percentages?

The filing uses a basis of 61,859,712 shares outstanding as reported by the issuer, which underlies the percentage calculations.