Kodiak AI, Inc.

DEF 14A 1 d830107ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant toSection** 14(a) of the**

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Ares Acquisition Corporation II

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LETTER TO SHAREHOLDERS OF ARES ACQUISITION CORPORATION II

245 Park Avenue, 44 th Floor

New York, NY 10167

Dear Ares Acquisition Corporation II Shareholder:

You are cordially invited to attend an extraordinary general meeting of Ares Acquisition Corporation II, a Cayman Islands exempted company (“AACT”), which will be held on April 22, 2025, at 4:00 p.m., Eastern Time, electronically at https://www.cstproxy.com/aresacquisitioncorporationii/2025 (the “Shareholder Meeting”). For the purposes of the amended and restated memorandum and articles of association of AACT, the physical place of the meeting will be at Kirkland & Ellis LLP, 601 Lexington Ave, New York, NY 10022. However, in order to facilitate access for our shareholders, the Shareholder Meeting will be held in virtual meeting format. There is no requirement to attend the Shareholder Meeting in person. Shareholders will be afforded the same rights and opportunities to vote, ask questions and participate as they would at anin-person extraordinary general meeting. In particular, shareholders may submit questions in advance of the Shareholder Meeting by following the instructions and rules of conduct on the Shareholder Meeting website.

You can participate in the Shareholder Meeting and vote by visiting https://www.cstproxy.com/aresacquisitioncorporationii/2025. The attached notice of the Shareholder Meeting and proxy statement describe the business AACT will conduct at the Shareholder Meeting and provide information about AACT that you should consider when you vote your shares. As described in the accompanying proxy statement, it is possible that AACT may determine that it is not necessary to hold the Shareholder Meeting and if so determined, AACT will provide you with appropriate notice. As more fully described in the accompanying proxy statement, which is dated April 4, 2025, and is first being mailed to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:

Each of the Extension Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow AACT additional time to complete an initial business combination (a “Business Combination”).You are not being asked to vote on a Business Combination at this time.

The Memorandum and Articles of Association currently provide that AACT has until April 25, 2025, or such earlier date as the Board may approve, or such later date as the shareholders may approve, in accordance with the Memorandum and Articles of Association, to complete a Business Combination. The Board has determined that it is in the best interests of AACT to seek the extension of time by which AACT has to complete a Business Combination. Without the Charter Extension, AACT believes that AACT may not be able to complete a Business Combination on or before April 25, 2025. If that were to occur, AACT would be precluded from completing a Business Combination and would be forced to liquidate the Trust Account.

AACT reserves the right at any time to cancel the Shareholder Meeting (by means of adjourning the Shareholder Meeting sine die or indefinitely) and not to submit to its shareholders the Extension Amendment Proposal or implement the Charter Extension. In the event the Shareholder Meeting is cancelled and AACT is unable to complete a Business Combination on or before April 25, 2025, AACT will liquidate the Trust Account in accordance with the Memorandum and Articles of Association. If a Business Combination is consummated on or before April 25, 2025, then the Extension Amendment Proposal will not be presented. In such event, the Shareholder Meeting will only be held for the purposes of adjourning the Shareholder Meeting indefinitely by way of the Adjournment Proposal.

Under the Memorandum and Articles of Association, if the Charter Extension is approved and implemented, the holders of the Class A Ordinary Shares, issued as part of the units sold in AACT’s initial public offering (the “initial public offering”) on April 25, 2023, (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds (the “Redemptions”) held in AACT’s trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering and the concurrent sale of the private placement warrants (the “Private Placement Warrants”).If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the holders of the Public Shares remaining after the Redemptions will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of a Business Combination or if AACT does not complete a Business Combination by the Charter Extension Date.

On the Record Date, the redemption price per share was approximately $11.11, based on the aggregate amount on deposit in the Trust Account of approximately $555,615,780 as of the Record Date, divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the New York Stock Exchange on the Record Date was $11.17. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.06 less per share than if the shares were sold in the open market (based on the per share redemption price as of the Record Date). AACT cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. AACT believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if AACT does not complete a Business Combination on or before April 25, 2025.

If the Extension Amendment Proposal is not approved, and a Business Combination is not completed on or before April 25, 2025, AACT will as promptly as reasonably possible but not more than ten business days following April 25, 2025, redeem the Public Shares. The redemption will be at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to US$100,000 of interest income to pay liquidation expenses), divided by the number of the then-outstanding Public Shares. The redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to AACT’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least atwo-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person, virtually or represented by proxy and entitled to vote on the Extension Amendment Proposal at the Shareholder Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote on the Adjournment Proposal at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if: either (i) there are insufficient Ordinary Shares represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Extension Amendment Proposal at the Shareholder Meeting; or (ii) the Board determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.

The Board has fixed the close of business on March 17, 2025 (the “Record Date”) as the date for determining AACT’s shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment.

AACT believes that it is in the best interests of AACT’s shareholders that AACT obtain the Charter Extension. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests of AACT and its shareholders, has declared them advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, the affirmative vote of at least atwo-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person, virtually or represented by proxy and entitled to vote on the Extension Amendment Proposal at the Shareholder Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares who are present in person, virtually or represented by proxy and entitled to vote on the Extension Proposal at the Shareholder Meeting. Accordingly, if you fail to vote in person, virtually or by proxy at the Shareholder Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person or virtually, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person or virtually.

You are not being asked to vote on a Business Combination at this time. If the Charter Extension is implemented and you do not elect to redeem your Public Shares, provided that you are a shareholder on the Record Date for the extraordinary general meeting to consider a Business Combination, you will be entitled to vote on such Business Combination when it is submitted to shareholders. You will also retain the right to redeem your Public Shares for cash in the event such Business Combination is approved and completed or we have not consummated a Business Combination by the Charter Extension Date.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT. YOU MUST ALSO TENDER YOUR SHARES TO AACT’S TRANSFER

AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Enclosed is the proxy statement containing detailed information about the Shareholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, AACT urges you to read this material carefully and vote your shares.

By Order of the Board of Directors of Ares

Acquisition Corporation II

/s/ David B. Kaplan

David B. Kaplan

Chief Executive Officer and Co-Chairman of the Board of Directors

245 Park Avenue, 44 th Floor

New York, NY 10167

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF

TO BE HELD ON APRIL 22, 2025

To the Shareholders of Ares Acquisition Corporation II:

NOTICE IS GIVEN that an extraordinary general meeting of the shareholders of Ares Acquisition Corporation II, a Cayman Islands exempted company (“AACT”), will be held on April 22, 2025, at 4:00 p.m., Eastern Time, electronically at https://www.cstproxy.com/aresacquisitioncorporationii/2025 (the “Shareholder Meeting”). For the purposes of the amended and restated memorandum and articles of association of AACT, the physical place of the meeting will be at Kirkland & Ellis LLP, 601 Lexington Ave, New York, NY 10022. However, in order to facilitate access for our shareholders, the Shareholder Meeting will be held in virtual meeting format. There is no requirement to attend the Shareholder Meeting in person. Shareholders will be afforded the same rights and opportunities to vote, ask questions and participate as they would at anin-person extraordinary general meeting. In particular, shareholders may submit questions in advance of the Shareholder Meeting by following the instructions and rules of conduct on the Shareholder Meeting website. You can participate in the Shareholder Meeting and vote via live webcast by visiting https://www.cstproxy.com/aresacquisitioncorporationii/2025.

You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting on: (A) an extension amendment proposal to amend, by way of special resolution, AACT’s amended and restated memorandum and articles of association the “Memorandum and Articles of Association”) to extend the date by which AACT has to consummate a business combination (the “Charter Extension”) from April 25, 2025 to January 26, 2026 (the “Charter Extension Date”), or such earlier date as AACT’s board of directors (the “Board”) may approve, or such later date as the shareholders may approve, in accordance with the Memorandum and Articles of Association (the “Extension Amendment Proposal”); and (B) an adjournment proposal to adjourn the Shareholder Meeting to a later date or dates or indefinitely, if necessary, either: (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient AACT ordinary shares represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Extension Amendment Proposal; or (ii) if the Board determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal (the “Adjournment Proposal”), each as more fully described in the accompanying proxy statement, which is dated April 4, 2025 and is first being mailed to shareholders on or about that date. As described in the accompanying proxy statement, it is possible that AACT may determine that it is not necessary to hold the Shareholder Meeting and if so determined, AACT will provide you with appropriate notice.

The full text of the proposals to be voted upon at the Shareholder Meeting is as follows:

“In the event that the Company does not consummate a Business Combination by January 26, 2026, or such earlier date as the Directors may approve, or such later date as the Members may approve in accordance with the Articles (the “Combination Period”), the Company shall, as promptly as reasonably possible but not more than ten business days following the end of the Combination Period, redeem the Public Shares. The redemption will be ata per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes paid or payable, if any and up to US$100,000 of interest to pay liquidation expenses), divided by the number of then issued Public Shares. The redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any), subject to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”

“to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination by January 26, 2026, or such earlier date as the Directors may approve, or such later date as the Members may approve in accordance with the Articles; or”

The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow AACT additional time to complete an initial business combination (a “Business Combination”).You are not being asked to vote on a Business Combination at this time.

The Memorandum and Articles of Association provide that AACT has until April 25, 2025, or such earlier date as the Board may approve, or such later date as the shareholders may approve, in accordance with the Memorandum and Articles of Association, to complete a Business Combination. The Board has determined that it is in the best interests of AACT to seek the extension of time by which AACT has to complete a Business Combination. Without the Charter Extension, AACT believes that AACT may not be able to complete a Business Combination on or before April 25, 2025. If that were to occur, AACT would be precluded from completing a Business Combination and would be forced to liquidate the Trust Account.

AACT reserves the right at any time to cancel the Shareholder Meeting (by means of adjourning the Shareholder Meeting sine die or indefinitely) and not to submit to its shareholders the Extension Amendment Proposal or implement the Charter Extension. In the event the Shareholder Meeting is cancelled and AACT is unable to complete a Business Combination on or before April 25, 2025, AACT will liquidate the Trust Account in accordance with the Memorandum and Articles of Association. If a Business Combination is consummated on or before April 25, 2025, then the Extension Amendment Proposal will not be presented. In such event, the Shareholder Meeting will only be held for the purposes of adjourning the Shareholder Meeting indefinitely by way of the Adjournment Proposal.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests of AACT and its shareholders, has declared them advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Under the Memorandum and Articles of Association, if the Charter Extension is approved and implemented, the holders of AACT’s Class A ordinary shares, par value $0.0001 per share (the “Class*** A Ordinary Shares*”), issued as part of the units sold in AACT’s initial public offering (the “initial public offering”) on April 25, 2023, (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds (the “Redemptions”) held in AACT’s trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering and the concurrent sale of the private placement warrants (the “Private Placement Warrants”).If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemptions will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of a Business Combination.

On the Record Date, the redemption price per share was approximately $11.11, based on the aggregate amount on deposit in the Trust Account of approximately $555,615,780 as of the Record Date, divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the New York Stock Exchange on the Record Date was $11.17. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.06 less per share than if the shares were sold in the open market. AACT cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. AACT believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if AACT does not complete a Business Combination on or before April 25, 2025.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Charter Extension. The Adjournment Proposal is not conditioned upon the approval of the Extension Amendment Proposal. AACT cannot predict the amount that will remain in the Trust Account following the Redemptions if the Extension Amendment Proposal is approved. The amount remaining in the Trust Account may be only a small fraction of the $555,615,780 that was in the Trust Account as of the Record Date. AACT will not proceed with the Charter Extension if, on or before April 25, 2025, AACT completes a Business Combination.

If the Extension Amendment Proposal is not approved, and a Business Combination is not completed on or before April 25, 2025, AACT will as promptly as reasonably possible but not more than ten business days following April 25, 2025, redeem the Public Shares. The redemption will be at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to US$100,000 of interest income to pay liquidation expenses), divided by the number of the then-outstanding Public Shares. The redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to AACT’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT. YOU MUST ALSO TENDER YOUR SHARES TO AACT’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least atwo-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class*** B Ordinary Shares*” and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who are present in person, virtually or represented by proxy and entitled to vote on the Extension Amendment Proposal at the Shareholder Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares who are present in person, virtually or represented by proxy and entitled to vote on the Extension Proposal at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if either: (i) there are insufficient Ordinary Shares represented (either in person, virtually or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Extension Amendment Proposal at the Shareholder Meeting; or (ii) the Board determined before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.

Record holders of Ordinary Shares at the close of business on March 17, 2025 (the “Record Date”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 50,000,000 issued and outstanding Class A Ordinary Shares and 12,500,000 issued and outstanding Class B Ordinary Shares. AACT’s warrants do not have voting rights.

AACT’s officers and directors and Sponsor intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. Such shares will be excluded from the pro rata calculation used to determine theper-share redemption price. As of the Record Date, the Sponsor holds 20.0% of the issued and outstanding Ordinary Shares. AACT’s officers and directors did not hold any Public Shares, but may purchase Public Shares at any time, subject to compliance with law and AACT’s trading policies. As a result, in addition to approval of the Sponsor, approval of: (i) the Extension Amendment Proposal will require the affirmative vote of at least 29,166,667 Ordinary Shares held by public shareholders (or approximately 58.3% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of at least 8,333,334 Ordinary Shares held by public shareholders (or approximately 16.7% of the Class A Ordinary Shares) if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes; and (ii) the Adjournment Proposal will require the affirmative vote of at least 18,750,001 Ordinary Shares held by public shareholders (or approximately 37.5% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and the affirmative vote of at least 3,125,001 Ordinary Shares held by public shareholders (or approximately 6.3% of the Class A Ordinary Shares) if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.

This proxy statement contains important information about the Shareholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, AACT urges you to read this material carefully and vote your shares.

This proxy statement is dated April 4, 2025 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Ares Acquisition Corporation II

/s/ David B. Kaplan

David B. Kaplan

Chief Executive Officer and Co-Chairman of the Board of Directors

April 4, 2025