Ares Acquisition Corp II-A美股市值说明书(2025-09-23版)

PROXY STATEMENT/PROSPECTUS SUPPLEMENT NO. 2(to Proxy Statement/Prospectus dated August29, 2025) PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OFARES ACQUISITION CORPORATION II(A CAYMAN ISLANDS EXEMPTED COMPANY)ANDPROSPECTUS FOR 320,650,493 SHARES OF COMMON STOCKAND39,300,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OFARES ACQUISITION CORPORATION II(TO BE RENAMED “KODIAK AI, INC.” FOLLOWING DOMESTICATION INTHE STATE OF DELAWARE AND IN CONNECTION WITH THE BUSINESS COMBINATIONDESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS) This Proxy Statement/Prospectus Supplement No.2 (this “Supplement”) supplements the proxy statement/prospectus dated August29, 2025 that wasmailed by Ares Acquisition Corporation II, a Cayman Islands exempted company (“AACT”), to its shareholders on or about August 29, 2025 (assupplemented, including by Proxy Statement/Prospectus Supplement No. 1, dated September 15, 2025, the “Proxy Statement/Prospectus”), inconnection with the proposed business combination among AACT, AACII Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary ofAACT, and Kodiak Robotics, Inc., a Delaware corporation (“Legacy Kodiak”). AACT and Legacy Kodiak jointly filed the Proxy Statement/Prospectuswith the U.S. Securities and Exchange Commission (the “SEC”) as part of a registration statement on FormS-4(RegistrationNo.333-287278),whichwas declared effective on August 29, 2025 by the SEC. Capitalized terms used in this Supplement and not otherwise defined herein have the respectivemeanings ascribed to them in the Proxy Statement/Prospectus. The purpose of this Supplement is to update and supplement the information contained in the Proxy Statement/Prospectus with information contained inthe Current Report on Form8-K(the “Current Report”) filed by AACT with the SEC on September23, 2025. The Current Report is attached to, andforms a part of, this Supplement. This Supplement modifies and supersedes, in part, the information in the Proxy Statement/Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Proxy Statement/Prospectus, including any amendments or supplements thereto. Any informationin the Proxy Statement/Prospectus that is modified or superseded by the information in the Current Report shall not be deemed to constitute a part of theProxy Statement/Prospectus except as modified or superseded by this Supplement. This Supplement should be read in conjunction with the ProxyStatement/Prospectus, and if there is any inconsistency between the information in the Proxy Statement/Prospectus and this Supplement, you should relyon the information in this Supplement. YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” IN THEPROXY STATEMENT/PROSPECTUS. NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONSDESCRIBED IN THE PROXY STATEMENT/PROSPECTUS OR THIS SUPPLEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THEBUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSUREIN THE PROXY STATEMENT/PROSPECTUS OR THIS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES ACRIMINAL OFFENSE. ARES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Check the appropriate box below if the Form8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions: ☒Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☒Soliciting material pursuant to Rule14a-12under the Exchange Act (17 CFR240.14a-12)☐Pre-commencementcommunications pursuant to Rule14d-2(b)under the Exchange Act (17 CFR240.14d-2(b))☐Pre-commencementcommunications pursuant to Rule13e-4(c)under the Exchange Act (17 CFR240.13e-4(c)) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of thischapter) or Rule12b-2of the Securities Exchange Act of 1934(§240.12b-2of this chapter). 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 anynew or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Item 3.02Unregistered Sales of Equity Securities. The information disclosed in Item 8.01 of this on Form 8-K (this “Current Report”) is incorporated by reference into this Item 3.02. TheNon-RedemptionWarrants (as defined below), theNon-RedemptionShares (as defined below) and shares of Common Stock (as defined below) issuableupon exercise of theNon-RedemptionWarrants that are being offered to investors pursuant to eachNon-RedemptionAgreement - Warrant (as definedbelow) andNon-RedemptionAgreement – Stock (as defined below), as applicable, will be issued pursuant to one or more exempt