Ares Acquisition Corp II Files 8-K on Equity Sales

TL;DR

Ares Acquisition Corp II filed an 8-K detailing equity unit and warrant terms.

AI Summary

Ares Acquisition Corp II filed an 8-K on September 23, 2025, reporting on unregistered sales of equity securities, Regulation FD disclosures, and other events. The filing pertains to units, each consisting of one Class A ordinary share and one-half of a redeemable warrant, with the warrants exercisable for one Class A ordinary share at $11.50. The company's principal executive offices are located at 245 Park Avenue, New York, NY.

Why It Matters

This filing provides details on the structure and terms of equity units and warrants offered by Ares Acquisition Corp II, which is relevant for investors and potential shareholders.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine corporate events and disclosures, not indicating immediate financial distress or significant new risks.

Key Numbers

• $11.50 — Warrant Exercise Price (Price at which redeemable warrants can be exercised for Class A ordinary shares.)

Key Players & Entities

• Ares Acquisition Corp II (company) — Registrant
• September 22, 2025 (date) — Earliest event reported
• September 23, 2025 (date) — Filing date
• $11.50 (dollar_amount) — Warrant exercise price
• 245 Park Avenue, New York, NY (location) — Company address

FAQ

Key Financial Figures

• $0.0001 — f one Class A Ordinary Share, par value $0.0001 per share, and one-half of one redeemab
• $11.50 — Ordinary Share at an exercise price of $11.50 AACT WS New York Stock Exchange In
• $12.00 — ion Warrant is initially exercisable at $12.00 per share of Common Stock, subject to a
• $8.00 — volume weighted average price and (ii) $8.00. Further, if the trailing 45-day volume
• $6.00 — volume weighted average price and (ii) $6.00. Each Non-Redemption Agreement - Warran
• $11.45 — at a redemption price of approximately $11.45 per share, for an aggregate redemption
• $502.4 million — gate redemption amount of approximately $502.4 million after giving effect to the actions cont
• $62.9 million — yment of the redemptions, approximately $62.9 million will remain in the Trust Account before
• $10.0 million — nary Shares that offset an aggregate of $10.0 million of commitments under AACT's previously

Filing Documents

• d946584d8k.htm (8-K) — 63KB
• d946584dex41.htm (EX-4.1) — 28KB
• d946584dex101.htm (EX-10.1) — 79KB
• d946584dex102.htm (EX-10.2) — 51KB
• d946584dex991.htm (EX-99.1) — 31KB
• g946584g00m19.jpg (GRAPHIC) — 10KB
• g946584g82w81.jpg (GRAPHIC) — 7KB
• 0001193125-25-212149.txt ( ) — 505KB
• aactu-20250922.xsd (EX-101.SCH) — 5KB
• aactu-20250922_def.xml (EX-101.DEF) — 15KB
• aactu-20250922_lab.xml (EX-101.LAB) — 25KB
• aactu-20250922_pre.xml (EX-101.PRE) — 16KB
• d946584d8k_htm.xml (XML) — 8KB

Forward Looking Statements

Forward Looking Statements This Current Report includes "forward-looking statements" including regarding AACT's or Legacy Kodiak's or their management teams' expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "potential," "project," "seek," "should," "will," "would" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding: Legacy Kodiak's and AACT's expectations with respect to the completion of investments into AACT or Legacy Kodiak, the impact or effect of the non-redemption agreements, the future performance and the success of the combined company following the consummation of the proposed business combination (the " combined company "); the expected benefits of the proposed business combination; the capitalization of the combined company after giving effect to the proposed business combination; Legacy Kodiak's future capital requirements and sources and uses of cash; expectations regarding Legacy Kodiak's expansion plans and opportunities; and the completion of any additional incremental financing. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of Legacy Kodiak's and AACT's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied upon by any investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to p

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Non-Redemption Warrant Certificate 10.1 Form of Non-Redemption Agreement - Warrant 10.2 Form of Non-Redemption Agreement - Stock 99.1 Press Release, dated as of September 23, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 23, 2025 ARES ACQUISITION CORPORATION II By: /s/ Allyson Satin Name: Allyson Satin Title: Chief Operating Officer

View Full Filing

View this 8-K filing on SEC EDGAR