Ares Acquisition Corp II-A 2024年度报告

FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period fromtoCommission File No. 001-41691 ARES ACQUISITION CORPORATION II 245 Park Avenue, 44th Floor, New York, NY 10167(Address of principal executive office) (Zip Code) (310) 201-4100(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None 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 whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days: Yes x No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes x No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company.” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☐Non-Accelerated Filer☐Smaller ReportingCompany☐Emerging GrowthCompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant 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 internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-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, was approximately $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 separatetrading on the New York Stock Exchange on June 12, 2023. As of March 6, 2025, 50,000,000 Class A ordinary shares, par value $0.0001, and 12,500,000 Class B ordinary shares, par value $0.0001, were issuedand outstanding. Documents Incorporated by Reference: None. 1 Table of Contents ARES ACQUISITION CORPORATION IITable of Contents PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3PART I5Item 1. Business5Item 1A. Risk Factors22Item 1B. Unresolved Staff Comments60Item 1C. Cybersecurity61Item 2. Properties62Item 3. Legal Proceedings62Item 4. Mine Safety Disclosures62PART II63Item5.Market for Registrant’s Common Equity,Related Shareholder Matters and IssuerPurchases 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 Compensation81Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedShareholder Matters82Item 13. Certain Relationships and Related Transactions, and Dire