4//SEC Filing
Ares Acquisition Holdings II LP 4
Accession 0000950170-25-056924
CIK 0001853138other
Filed
Apr 21, 8:00 PM ET
Accepted
Apr 22, 8:53 PM ET
Size
10.2 KB
Accession
0000950170-25-056924
Insider Transaction Report
Form 4
Ares Acquisition Holdings II LP
10% Owner
Transactions
- Conversion
Class A ordinary shares
2025-04-22+12,500,000→ 12,500,000 total - Conversion
Class B ordinary shares
2025-04-22−12,500,000→ 0 total→ Class A ordinary shares (12,500,000 underlying)
Footnotes (6)
- [F1]The reported Class B ordinary shares converted into Class A ordinary shares pursuant to an election by the reporting person.
- [F2]As described in the issuer's registration statement on Form S-1 (File No. 333-270951) 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 at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
- [F3]Ares Acquisition Holdings II LP, the sponsor, is a Cayman Islands exempted limited partnership managed by affiliates of Ares Management Corporation (Ares"). Ares Acquisition Holdings II is the general partner of the sponsor. Ares Holdings L.P. is the sole shareholder of Ares Acquisition Holdings II. Ares Holdings L.P. is an indirect subsidiary of Ares. Ares Management GP LLC ("Ares Management GP") is the sole holder of the Class B common stock, $0.01 par value per share, of Ares (the "Ares Class B Common Stock") and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock, $0.01 par value per share, of Ares (the "Ares Class C Common Stock").
- [F4](Continued from Footnote 3) Pursuant to Ares's Certificate of Incorporation, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners"). 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. Mr. Ressler generally has veto authority over board decisions.
- [F5]Each of Ares Partners, Ares Management GP and Ares Voting (collectively, the "Ares Entities"), and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
- [F6]The address of each Ares Entity is 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067.
Documents
Issuer
Ares Acquisition Corp II
CIK 0001853138
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001853103
Filing Metadata
- Form type
- 4
- Filed
- Apr 21, 8:00 PM ET
- Accepted
- Apr 22, 8:53 PM ET
- Size
- 10.2 KB