Ares Acquisition Corp II closes $500M IPO; $505M deposited into trust for business combination

Item 5.03. Amendments to Memorandum and Articles of Association. On April 20, 2023, and in connection with the IPO, the Company adopted an Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

• a Warrant Agreement, dated April 20, 2023, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement;

• a Registration and Shareholder Rights Agreement, dated April 20, 2023, between the Company and the Sponsor, which provides for customary demand and piggy-back registration rights for the Sponsor as well as certain transfer restrictions applicable to the Sponsor with respect to the Company’s securities, and, upon and following consummation of our initial business combination, the right of the Sponsor to nominate three individuals for election to the Company’s board of directors;

• a Private Placement Warrants Purchase Agreement, dated April 20, 2023, between the Company and Ares Acquisition Holdings II LP (the “Sponsor”), pursuant to which the Sponsor purchased 14,300,000 private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”);

• an Investment Management Trust Agreement, dated April 20, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO, certain of the proceeds of the sale of the Private Placement Warrants and the proceeds from the Overfunding Loans (as defined below), and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement;

• an Underwriting Agreement, dated April 20, 2023, among the Company and Citigroup Global Markets Inc. and UBS Securities LLC, as representatives of the underwriters named in Schedule I therein, which contains customary representations and warranties and indemnification of the underwriter by the Company;