logo
Ares Acquisition Corporation II Announces Monthly Contribution to Trust Account in Connection With Proposed Extension

Ares Acquisition Corporation II Announces Monthly Contribution to Trust Account in Connection With Proposed Extension

NEW YORK--(BUSINESS WIRE)--Apr 16, 2025--
Ares Acquisition Corporation II (NYSE: 'AACT.U', 'AACT', 'AACT WS') (' AACT ' or the ' Company ') announced today that the Company's sponsor, Ares Acquisition Holdings II LP (the ' Sponsor '), agreed to make monthly deposits directly to the Company's trust account of $0.02 for each outstanding Class A ordinary share, par value $0.0001 per share (the ' Class A Ordinary Shares '), of the Company, other than Class A Ordinary Shares held by the Sponsor upon any conversion of Class B ordinary shares, par value $0.0001 per share (the ' Class B Ordinary Shares '), of the Company (each deposit, a ' Contribution ' and collectively, the ' Contributions ') on the terms described below. In exchange for the Contributions, the Company shall issue the Sponsor a non-interest bearing, unsecured promissory note (the ' Promissory Note ') on the terms described below. This announcement is being made in anticipation of the Company's extraordinary general meeting to be held at 4:00 p.m., Eastern Time, on April 22, 2025, at which shareholders will be asked to vote on a proposal to amend the Company's amended and restated memorandum and articles of association (the ' Articles ') to extend the date by which the Company has to consummate a business combination from April 25, 2025 to January 26, 2026 (the ' Extension Amendment Proposal ').
If the Extension Amendment Proposal is approved, the Promissory Note will be issued and the first Contribution will be made on April 25, 2025. Additional Contributions will be made on the 25th day of each month following April 25, 2025 (or if such day is not a business day, on the business day immediately preceding such day) until the earlier of (i) the consummation of a business combination, and (ii) the last day the Company has to complete a business combination in accordance with its Articles as then in effect. In exchange for such Contributions, the Sponsor shall receive the Promissory Note from the Company in the amount of the total Contributions. The Promissory Note is expected to be settled in cash at the earlier of (i) the closing of the Company's business combination and (ii) the last day the Company has to complete a business combination in accordance with the Articles.
Additionally, the Sponsor has announced its intention to convert its 12,500,000 Class B Ordinary Shares into 12,500,000 Class A Ordinary Shares prior to or concurrently with the approval of the Extension Amendment Proposal. Notwithstanding the conversions, the Sponsor will not be entitled to receive any monies held in the Company's trust account as a result of its ownership of any Class A Ordinary Shares to be issued upon conversion of the Class B Ordinary Shares. Additionally, the Class A Ordinary Shares to be issued in the conversion will be subject to the same restrictions as applied to the Class B Ordinary Shares before the conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of the Company's initial business combination.
If shareholders have any questions or need assistance please call the Company's proxy solicitor, Sodali & Co, by calling (800) 662-5200 (toll free) or banks and brokers can call (203) 658-9400, or by e-mailing [email protected].
About Ares Acquisition Corporation II
Ares Acquisition Corporation II (NYSE: AACT) is a special purpose acquisition company affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination.
Forward Looking Statements
This press release includes 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended (the ' Securities Act ') and Section 21E of the Securities Exchange Act of 1934, each as amended. These include AACT's or its management team's expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements may be identified by the use of words such as 'estimate,' 'plan,' 'project,' 'forecast,' 'intend,' 'expect,' 'anticipate,' 'believe,' 'seek,' 'potential,' 'budget,' 'may,' 'will,' 'could,' 'should,' 'continue' or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the timing of the proposed business combination between AACT and Kodiak Robotics, Inc. (' Kodiak ') (the ' proposed business combination '), the Contribution, the Conversion, the success of the Extension Amendment Proposal, the capitalization of AACT after giving effect to the proposed business combination and expectations with respect to the future performance and the success of the combined company following the consummation of the proposed business combination (the ' combined company '). These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of AACT's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied upon by any investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AACT. These forward-looking statements are subject to a number of risks and uncertainties, including changes in business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the proposed business combination, including as a result of redemptions or the failure by shareholders to adopt the Extension Amendment Proposal, the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the equity holders of Kodiak or AACT is not obtained; failure to realize the anticipated benefits of the proposed business combination; the amount of redemption requests made by AACT's public equity holders; and the ability of AACT or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by Kodiak, AACT or the combined company resulting from the proposed business combination with the U.S. Securities and Exchange Commission (the ' SEC '), including under the heading 'Risk Factors.' If any of these risks materialize or any assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that AACT presently does not know or that AACT currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by investors as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
In addition, forward-looking statements reflect AACT's expectations, plans or forecasts of future events and views as of the date they are made. AACT anticipates that subsequent events and developments will cause AACT's assessments to change. However, while AACT may elect to update these forward-looking statements at some point in the future, AACT specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing AACT's assessments as of any date subsequent to the date they are made. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither AACT nor any of its affiliates have any obligation to update these forward-looking statements other than as required by law. Certain information set forth in this press release includes estimates and targets and involves significant elements of subjective judgment and analysis. No representations are made as to the accuracy of such estimates or targets or that all assumptions relating to such estimates or targets have been considered or stated or that such estimates or targets will be realized.
Additional Information and Where to Find It
In connection with the proposed business combination, AACT and Kodiak plan to file a registration statement on Form S-4 relating to the transaction (the ' Registration Statement ') with the SEC, which will include a prospectus with respect to the combined company's securities to be issued in connection with the proposed business combination and a preliminary proxy statement with respect to the shareholder meeting of AACT to vote on the proposed business combination. AACT and Kodiak also plan to file other documents and relevant materials with the SEC regarding the proposed business combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus included in the Registration Statement will be mailed to the shareholders of AACT as of the record date to be established for voting on the proposed business combination. SECURITY HOLDERS OF KODIAK AND AACT ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS AND RELEVANT MATERIALS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION. Shareholders are able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Kodiak and AACT once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. In addition, the documents filed by AACT may be obtained free of charge from AACT at www.aresacquisitioncorporationii.com. Alternatively, these documents, when available, can be obtained free of charge from AACT upon written request to Ares Acquisition Corporation II, 245 Park Avenue, 44th Floor, New York, NY 10167, Attn: Secretary, or by calling (888) 818-5298. The information contained on, or that may be accessed through the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
AACT, Kodiak and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of AACT in connection with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of AACT's executive officers and directors in the solicitation by reading AACT's final prospectus related to its initial public offering filed with the SEC on April 24, 2023, the definitive proxy statement/prospectus, which will become available after the Registration Statement has been declared effective by the SEC, and other relevant materials filed with the SEC in connection with the proposed business combination when they become available. Information concerning the interests of AACT's participants in the solicitation, which may, in some cases, be different from those of AACT's shareholders generally, will be set forth in the preliminary proxy statement/prospectus included in the Registration Statement.
No Offer or Solicitation
This press release shall not constitute a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of AACT, Kodiak or the combined company resulting from the proposed business combination, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. This press release is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction in where such distribution or use would be contrary to local law or regulation.
View source version on businesswire.com:https://www.businesswire.com/news/home/20250416568874/en/
CONTACT: Investors
Greg Mason
+1 888-818-5298
[email protected]
Jacob Silber
[email protected]
KEYWORD: UNITED STATES NORTH AMERICA NEW YORK
INDUSTRY KEYWORD: PROFESSIONAL SERVICES FINANCE
SOURCE: Ares Acquisition Corporation II
Copyright Business Wire 2025.
PUB: 04/16/2025 08:45 AM/DISC: 04/16/2025 08:46 AM
http://www.businesswire.com/news/home/20250416568874/en

Orange background

Try Our AI Features

Explore what Daily8 AI can do for you:

Comments

No comments yet...

Related Articles

Arya Resources Ltd. (RBZ) Upsizes Flow-Through Financing Amid Surging Investor Demand
Arya Resources Ltd. (RBZ) Upsizes Flow-Through Financing Amid Surging Investor Demand

Yahoo

time26 minutes ago

  • Yahoo

Arya Resources Ltd. (RBZ) Upsizes Flow-Through Financing Amid Surging Investor Demand

Vancouver, British Columbia--(Newsfile Corp. - June 9, 2025) - Arya Resources Ltd. (TSXV: RBZ) ("Arya" or the "Company") is pleased to announce upsizing of its previously announced flow-through financing, driven by growing investor interest. The Company will now issue 4,873,146 flow-through shares (the "FT Shares"), up from the originally planned 3,846,154 shares. The FT Shares are priced at $0.13 per share and qualify as "flow-through shares" as defined in subsection 66(15) of the Income Tax Act (Canada). The increase brings the total gross proceeds from the financing-including the non-flow-through tranche closed on June 3, 2025-to $1,143,509. This funding supports Arya's aggressive exploration and growth plans in one of Canada's most prospective mining jurisdictions. Use of Proceeds Flow-through proceeds will directly fund exploration work on Arya's Saskatchewan-based mineral projects, including its flagship Wedge Lake Gold Project, where the Company holds full permits to commence drilling as announced in its March 19, 2025 news release -see March 19, 2025 News Release. Non-flow-through proceeds will be allocated to general working capital, supporting ongoing corporate development and strategic initiatives. Finder's Fees In accordance with applicable securities laws and subject to TSX Venture Exchange approval, Arya may pay finder's fees to eligible parties as follows: 7% cash commission on subscription proceeds raised from introduced investors. Finder warrants equal to 7% of the securities sold to these investors, with terms identical to those of the investor warrants. About Arya Resources Ltd. (TSXV: RBZ)Arya Resources Ltd. is a Canadian-based mineral exploration company focused on unlocking the value of high-potential gold, silver, copper, nickel, and cobalt projects in mining-friendly jurisdictions. As a Tier-2 issuer on the TSX Venture Exchange, Arya is committed to building shareholder value through strategic acquisitions, targeted exploration, and sustainable development. On behalf of the Board of Directors: Rasool Mohammad, CEOEmail: rasool@ (604) 868-7737https:// Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. This news release includes "forward looking statements" that are subject to assumptions, risks and uncertainties. Statements in this news release which are not purely historical are forward looking statements, including without limitation any statements concerning the Company's intentions, plans, estimates, expectations or beliefs. Although the Company believes that any forward looking statements in this news release are reasonable, there can be no assurance that any such forward looking statements will prove to be accurate. The Company cautions readers that all forward looking statements, including without limitation those relating to the Company's future operations and business prospects, are based on assumptions, none of which can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward looking statements. Any forward looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward looking statements, or to update the reasons why actual events or results could or do differ from those projected in the forward looking statements. Except as required by law, the Company assumes no obligation to update any forward looking statements, whether as a result of new information, future events or otherwise. To view the source version of this press release, please visit Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

Park Aerospace Corp. Declares Cash Dividend
Park Aerospace Corp. Declares Cash Dividend

Yahoo

time26 minutes ago

  • Yahoo

Park Aerospace Corp. Declares Cash Dividend

NEWTON, Kan., June 09, 2025 (GLOBE NEWSWIRE) -- The Board of Directors of Park Aerospace Corp. (NYSE-PKE) has declared a regular quarterly cash dividend of $0.125 per share payable August 1, 2025 to shareholders of record at the close of business on July 1, 2025. Park has paid 40 consecutive years of uninterrupted regular quarterly cash dividends, without ever skipping a dividend payment or reducing the amount of the dividend. The Company has paid $603.6 million in cash dividends, or $29.475 per share, since the beginning of the Company's 2005 fiscal year. Park Aerospace Corp. develops and manufactures solution and hot-melt advanced composite materials used to produce composite structures for the global aerospace markets. Park's advanced composite materials include film adhesives (Aeroadhere®) and lightning strike protection materials (Electroglide®). Park offers an array of composite materials specifically designed for hand lay-up or automated fiber placement (AFP) manufacturing applications. Park's advanced composite materials are used to produce primary and secondary structures for jet engines, large and regional transport aircraft, military aircraft, Unmanned Aerial Vehicles (UAVs commonly referred to as 'drones'), business jets, general aviation aircraft and rotary wing aircraft. Park also offers specialty ablative materials for rocket motors and nozzles and specially designed materials for radome applications. As a complement to Park's advanced composite materials offering, Park designs and fabricates composite parts, structures and assemblies and low volume tooling for the aerospace industry. Target markets for Park's composite parts and structures (which include Park's proprietary composite SigmaStrut™ and AlphaStrut™ product lines) are, among others, prototype and development aircraft, special mission aircraft, spares for legacy military and civilian aircraft and exotic spacecraft. Park's objective is to do what others are either unwilling or unable to do. When nobody else wants to do it because it is too difficult, too small or too annoying, sign us up. Additional corporate information is available on the Company's website at Contact: Donna D'Amico-Annitto 486 North Oliver Road, Bldg. ZNewton, Kansas 67114(316) 283-6500Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

KSTM Promotes Eric Saar to Partner
KSTM Promotes Eric Saar to Partner

Yahoo

time28 minutes ago

  • Yahoo

KSTM Promotes Eric Saar to Partner

Saar Brings KSTM Matrimonial and Family Law Practice to Clients in New Jersey NEW YORK, June 09, 2025--(BUSINESS WIRE)--Krauss Shaknes Tallentire & Messeri LLP announced today that Eric Saar, a skilled litigator newly licensed to practice in New Jersey, has been promoted to partner. "Eric has a wealth of expertise in matrimonial and family law, and his talent as a negotiator, writer, and litigator make him a valuable asset to his clients and colleagues at our firm," said KSTM founding partner Caroline Krauss. "Now barred in New Jersey as well as New York, he has expanded the reach of his practice and allowed KSTM to serve clients in New Jersey seamlessly." Saar's experience in matrimonial and family law matters includes the division of complex assets, highly intricate custody matters, spousal and child support issues, and the preparation and negotiation of pre- and post-nuptial agreements. He is an active member of the New York City Bar Association's Matrimonial Law Committee and previously served as co-chair of the Legislative Affairs subcommittee. Saar is also a member of the New York State Bar Association's Family Law Section. Saar will play a key role as KSTM expands its presence and capabilities in New Jersey. His recent admission to the New Jersey Bar allows the firm to practice in the state without the need for local co-counsel. "I am honored to join KSTM's partnership and to play a role in expanding the firm's presence into New Jersey," said Saar. "I look forward to bringing our empathetic, client-focused approach to individuals and families throughout the state, and to continuing to guide our clients through some of life's most challenging moments with clarity, compassion, and an unwavering commitment to their goals." Saar's professional honors include being named a New York Super Lawyer in Family Law (2024-25) and Rising Star in Family Law (2020-23), and a Best Lawyers' One to Watch for Family Law in New York (2024). Before joining KSTM, Saar was an associate at Greenspoon Marder LLP. He has focused on matrimonial law since prior to his graduation from the University of Illinois Chicago John Marshall Law School, serving as a law clerk for the largest law firm in the country that practices matrimonial law exclusively. About Krauss Shaknes Tallentire & Messeri LLP Krauss Shaknes Tallentire & Messeri LLP ( provides counsel to clients in the full range of matrimonial and family law matters, including pre- and post-nuptial agreements, divorces, paternity matters, custody, access, and support issues, and other family law matters. We have offices in New York City, New Jersey, and Greenwich, Connecticut. View source version on Contacts Kelsey Dellovokdellovo@ 339.223.0961 Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

DOWNLOAD THE APP

Get Started Now: Download the App

Ready to dive into the world of global news and events? Download our app today from your preferred app store and start exploring.
app-storeplay-store