SEC Comment Letter 0000000000-23-003459 to Ares Acquisition Corp II (AACT, AACT-UN, AACT-WT) (CIK 0001853138) (KDK)
Ares Acquisition Corp II (AACT, AACT-UN, AACT-WT) (CIK 0001853138)
Date: April 6, 2023 · CIK: 0001853138 · Accession: 0000000000-23-003459
AI Filing Summary & Sentiment
File numbers found in text: 333-270951
Letter
United States securities and exchange commission logo April 6, 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 Registration Statement on Form S-1 Filed March 29, 2023 File No. 333-270951 Dear David B. Kaplan: We have reviewed your 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. Registration Statement on Form S-1 filed March 29, 2023 General 1.We note the disclosure on the prospectus cover page and elsewhere 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 in connection with the commencement of the procedures to consummate the initial business combination if we determine it is desirable to facilitate the completion of the initial business combination...." (emphasis added.) Section 102.06 of the NYSE Listed Company Manual states that "at least 90% of the proceeds ... will be held in a trust account controlled by an independent
FirstName LastNameDavid B. Kaplan Comapany NameAres Acquisition Corp II April 6, 2023 Page 2 FirstName LastNameDavid B. Kaplan Ares Acquisition Corp II April 6, 2023 Page 2
custodian until consummation of a business combination." It is unclear how the release of funds earlier than consummation could comport with this listing standard. Please revise your disclosure or tell us how this provision complies with Section 102.06. 2.Please reconcile the risk factor on page 80 that you "are not registering the issuance of Class A ordinary shares that are issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time" with the fee table, which reflects the registration of the common stock underlying the warrants. Risk Factors, page 41 3.We reissue comment 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. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
FirstName LastNameDavid B. Kaplan Comapany NameAres Acquisition Corp II April 6, 2023 Page 3 FirstName LastName David B. Kaplan Ares Acquisition Corp II April 6, 2023 Page 3 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, Division of Corporation Finance Office of Real Estate & Construction cc: Tamar Donikyan
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United States securities and exchange commission logo
April 6, 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
Registration Statement on Form S-1
Filed March 29, 2023
File No. 333-270951
Dear David B. Kaplan:
We have reviewed your 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.
Registration Statement on Form S-1 filed March 29, 2023
General
1.We note the disclosure on the prospectus cover page and elsewhere 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 in connection with the
commencement of the procedures to consummate the initial business combination if we
determine it is desirable to facilitate the completion of the initial business combination...."
(emphasis added.) Section 102.06 of the NYSE Listed Company Manual states that "at
least 90% of the proceeds ... will be held in a trust account controlled by an independent
FirstName LastNameDavid B. Kaplan
Comapany NameAres Acquisition Corp II
April 6, 2023 Page 2
FirstName LastNameDavid B. Kaplan
Ares Acquisition Corp II
April 6, 2023
Page 2
custodian until consummation of a business combination." It is unclear how the release of
funds earlier than consummation could comport with this listing standard. Please revise
your disclosure or tell us how this provision complies with Section 102.06.
2.Please reconcile the risk factor on page 80 that you "are not registering the issuance of
Class A ordinary shares that are issuable upon exercise of the warrants under the
Securities Act or any state securities laws at this time" with the fee table, which reflects
the registration of the common stock underlying the warrants.
Risk Factors, page 41
3.We reissue comment 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.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
FirstName LastNameDavid B. Kaplan
Comapany NameAres Acquisition Corp II
April 6, 2023 Page 3
FirstName LastName
David B. Kaplan
Ares Acquisition Corp II
April 6, 2023
Page 3
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,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Tamar Donikyan