Ares Acquisition Corp II-A 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromtoCommission File No.001-41691 ARES ACQUISITION CORPORATION II (Exact name of Registrant as specified in its charter) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:Yes☐No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.:Yes☐No x Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorterperiod that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days:YesxNo☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during thepreceding 12months (or for such shorter period that the registrant was required to submit such files).YesxNo☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company.” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated Filer☐Non-Accelerated Filer☒Smaller Reporting Company☒Emerging Growth Company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) ofthe Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers duringthe relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☒No☐ The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2024, based on the closing price on that date of $10.67 on the New York Stock Exchange, wasapproximately $533,500,000. The Registrant’s Units began trading on the New York Stock Exchange on April 21, 2023 and the Registrant’s Class A ordinary shares began separate trading on the New York Stock Exchange on June 12,2023. As of March6, 2025,50,000,000Class A ordinary shares, par value $0.0001, and12,500,000Class B ordinary shares, par value $0.0001, were issued and outstanding. ARES ACQUISITION CORPORATION IITable of Contents PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3PART I5Item1. Business5Item 1A.Risk Factors22Item 1B. Unresolved Staff Comments60Item 1C. Cybersecurity61Item 2. Properties62Item 3. Legal Proceedings62Item 4. Mine Safety Disclosures62PART II63Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities63Item 6. [Reserved]64Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations65Item 7A. Quantitative and Qualitative Disclosures about Market Risk69Item 8. Financial Statements and Supplementary Data69Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure70Item 9A. Controls and Procedures70Item 9B. Other Information70Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections70PART III71Item 10. Directors, Executive Officers and Corporate Governance71Item 11. Executive Compensation81Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters82Item 13. Certain Relationships and Related Transactions, and Director Independence84Item 14. Principal Accounting Fees and Services86PART IV87Item 15. Exhibits, Financial Statement Schedules87Item 16. Form 10–K Summary88SIGNATURES89 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (the “Annual Report”) includes forward-looking statements within the meaning of Section 27A ofthe Securities Act of 1933, as amended (t