SEC Comment Letter 0000000000-23-003725 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 13, 2023 · CIK: 0001853138 · Accession: 0000000000-23-003725
AI Filing Summary & Sentiment
File numbers found in text: 333-270951
Letter
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
FirstName LastNameDavid B. Kaplan Comapany NameAres Acquisition Corp II April 13, 2023 Page 2 FirstName LastName 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, Division of Corporation Finance Office of Real Estate & Construction cc: Tamar Donikyan
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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
FirstName LastNameDavid B. Kaplan
Comapany NameAres Acquisition Corp II
April 13, 2023 Page 2
FirstName LastName
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,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Tamar Donikyan