United States securities and exchange commission logo
April 13, 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. 1 to
Registration Statement on Form S-1
Filed April 7, 2023
File No. 333-270951
Dear David B. Kaplan:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
6, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed April 7,
2023
General
1. We note the revisions
made in response to comment 1. However, we continue to note
reference to releasing
the funds earlier than completion of the initial business combination
on page 128. Please
revise to remove or respond to the concerns raised in the prior
comment 1. We also note
the trust agreement filed as Exhibit 10.1 and the Trust Account
Termination Letter
attached as Exhibit A. In particular we note the representation that "on
the Business
Combination Consummation Commencement Date (i) counsel for the
Company shall deliver
to you written notification that the Company has commenced the
procedures to
consummate the Business Combination, or the Business Combination will
David B. Kaplan
Ares Acquisition Corp II
April 13, 2023
Page 2
be consummated substantially concurrently with your transfer of funds to
the accounts as
directed by the Company." Please revise the agreement consistent with the
revisions
made to the prospectus or address the concerns raised in the prior
comment 1.
Risk Factors, page 41
2. We note your response to comment 3 and the revised disclosure and we
reissue the
comment in part. If applicable, include in your disclosure that the
excise tax could reduce
the trust account funds available to pay redemptions. Describe the risks
of the excise tax
applying to redemptions in connection with 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.
You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295 if
you have questions regarding 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
April 13, 2023 Page 2
cc: Tamar Donikyan
FirstName LastName