United States securities and exchange commission logo
March 15, 2023
David B. Kaplan
Chief Executive Officer and Co-Chairman
Ares Acquisition Corp II
c/o Ares Management LLC
245 Park Avenue, 44th Floor
New York, NY 10167
Re: Ares Acquisition
Corp II
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted February
22, 2023
CIK 0001853138
Dear David B. Kaplan:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted
February 22, 2023
Prospectus Cover Page, page 1
1. We note the disclosure
that "the funds held in the trust account will not be released from
the trust account until
the earliest to occur of: (i) the completion of our initial business
combination or earlier
at our option ...." Please clarify the instances when the funds may
be released from the
trust account "earlier at your option" in the above statement and how
those instances differ
from those set forth in parts ii and iii of your disclosure.
David B. Kaplan
FirstName LastNameDavid
Ares Acquisition Corp II B. Kaplan
Comapany
March NameAres Acquisition Corp II
15, 2023
March2 15, 2023 Page 2
Page
FirstName LastName
Our Sponsor and Ares, page 3
2. We note that your officers and director are affiliated with another
special purpose
acquisition company, Ares Acquisition Corp., which you disclose
executed a definitive
merger agreement in December 2022 for its initial business
combination. To ensure
potential investors in Ares Acquisition Corp. II have adequate
information to assess the
management's track record in identifying and evaluating prospective
target businesses,
please expand to briefly describe the material terms of the
transaction.
The Offering, page 14
3. We note the disclosure on page 14 and elsewhere in the prospectus that
each public
stockholder may redeem their shares irrespective of whether they vote
for or against the
business combination. Please also disclose whether public stockholders
are able to redeem
their shares if they abstain from voting.
Risk Factors, page 41
4. Please include a risk factor that describes the potential material
effect on your
shareholders of the stock buyback excise tax enacted as part of the
Inflation Reduction
Act in August 2022. If applicable, include in your disclosure that the
excise tax could
reduce the trust account funds available to pay redemptions or that
are available to the
combined company following a de-SPAC. Describe the risks of the excise
tax applying to
redemptions in connection with:
liquidations that are not implemented to fall within the meaning
of complete
liquidation in Section 331 of the Internal Revenue Code,
extensions, depending on the timing of the extension relative to
when the SPAC
completes a de-SPAC or liquidates, and
de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors
elect to redeem their
shares such that their redemptions would subject the SPAC to the stock
buyback excise
tax, the remaining shareholders that did not elect to redeem may
economically bear the
impact of the excise tax.
5. Please revise the risk factor beginning on page 62 relating to
possible CFIUS review.
Please clearly disclose, if true, that your sponsor is, is controlled
by, or has substantial ties
with a non-U.S. person.
Notes to Financial Statements
3. Proposed Public Offering
Warrants, page F-12
6. We note your disclosure that the public warrants and private warrants,
if issued, should be
classified as equity. Please provide us with your analysis under ASC
815-40 to support
your anticipated accounting treatment for the private warrants.
Specifically, please address
David B. Kaplan
Ares Acquisition Corp II
March 15, 2023
Page 3
whether there are any terms or provisions in the warrant agreement that
provide for
potential changes to the settlement amounts that are dependent upon the
characteristics of
the holder of the warrant, and if so, how you analyzed those provisions
in accordance with
the guidance in ASC 815-40. Your response should address, but not be
limited to, your
disclosure that "the Private Placement Warrants will be exercisable on a
cashless basis and
be non-redeemable so long as they are held by the initial purchasers or
their permitted
transferees. If the Private Placement Warrants are held by someone other
than the initial
purchasers or their permitted transferees, the Private Placement Warrants
will be
redeemable by the Company and exercisable by such holders on the same
basis as the
Public Warrants."
You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357
with any other
questions.
Sincerely,
FirstName LastNameDavid B. Kaplan
Division of
Corporation Finance
Comapany NameAres Acquisition Corp II
Office of Real
Estate & Construction
March 15, 2023 Page 3
cc: Tamar Donikyan
FirstName LastName