Ares Acquisition Corp III-A美股招股说明书(2026-06-30版)

Ares Acquisition Corporation III $345,000,000 34,500,000 Units Ares Acquisition Corporation III is a blank check company incorporated as a Cayman Islands exempted company forthe purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similarbusiness combination with one or more businesses, which we refer to as our initial business combination. We havenot selected any business combination target. We have not, nor has anyone on our behalf, initiated any substantivediscussions, directly or indirectly, with any business combination target. We may pursue an initial businesscombination target in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassA ordinary share and one-tenth of one redeemable warrant. Each whole warrant entitles the holder of such warrantto purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitationsas described in this prospectus. Each whole warrant will become exercisable 30 days after the completion of aninitial business combination. The underwriters have a 45-day option from the date of this prospectus to purchase upto 5,175,000 additionalunits to cover over-allotments, if any. We will provide our public shareholders with the opportunity to have all or a portion of their ClassA ordinary sharesredeemed prior to, or in connection with, our initial business combination, subject to the limitations described in thisprospectus. Our sponsor, Ares Acquisition Holdings III LP, has agreed to purchase 6,800,000 warrants (7,490,000 warrants in aFull Over-Allotment), each exercisable to purchase one ClassA ordinary share at $11.50 per share, at a price of$1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. See “Summary—The Offering—Private placement warrants.” Our sponsor (together with its permitted transferees) currently owns 9,918,750 ClassB ordinary shares, up to1,293,750 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment optionis exercised. The number of founder shares issued (or forfeited depending on the extent to which the underwriters’over-allotment option is exercised) was determined so that the founder shares would represent 20.0% of our issuedand outstanding shares upon the completion of this offering. The ClassB ordinary shares will automatically convertinto ClassA ordinary shares upon the completion of our initial business combination or earlier at the option of theholders of the ClassB ordinary shares as described in this prospectus. On all matters submitted to a vote of ourshareholders, holders of our ClassA ordinary shares and holders of our ClassB ordinary shares will vote togetheras a single class, except as required by the laws of the Cayman Islands. See “Summary—The Offering—Foundershares,” “Summary—The Offering—Transfer restrictions on founder shares,” “Summary—The Offering—Votingrights” and “Summary—The Offering—Private placement warrants” for more information regarding our sponsor’sand our affiliates’ securities. Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur immediateand substantial dilution upon the closing of this offering. Further, the ClassA ordinary shares issuable upon theconversion of the founder shares may result in dilution to our public shareholders due to the anti-dilution rights ofour founder shares that may result in an issuance of ClassA ordinary shares on a greater than one-to-one basisupon conversion. See “Risk Factors—Risks Relating to Ownership of Our Securities—Our sponsor paid a nominalprice for the founder shares, and, accordingly, you will experience immediate and substantial dilution from thepurchase of our ClassA ordinary shares.” The following table illustrates the difference between the public offering price per unit and our net tangible bookvalue per share (“NTBV”), as adjusted to give effect to this offering and assuming the redemption of our publicshares at varying levels and the exercise in full and no exercise of the over-allotment option. See“Dilution”for moreinformation. Our sponsor has agreed to loan us up to $400,000 pursuant to an unsecured promissory note to be used for aportion of the expenses of this offering. As of June29, 2026, $147,997 was outstanding under the promissory notewith our sponsor. This promissory note is non-interest bearing, unsecured and due at the earlier of December31,2026 and the closing of this offering. The promissory note will be repaid upon the closing of this offering out of theoffering proceeds not held in the trust account. In addition, in order to finance transaction costs in connection withan initial business combination, our sponsor, an affiliate of our sponsor or certain of our officers and directors may,but are not obligated to, loan us funds as may be required.