Financial Position - As of March 31, 2023, total assets amounted to $842,780, a significant increase from $512,595 as of December 31, 2022, reflecting a growth of approximately 64.3%[8] - Total liabilities increased to $834,119 as of March 31, 2023, up from $503,634 as of December 31, 2022, representing a rise of about 65.5%[8] - The total shareholder's equity decreased to $8,661 as of March 31, 2023, down from $8,961 as of December 31, 2022, reflecting a decline of about 3.3%[8] - As of March 31, 2023, the Company had no cash equivalents and did not hold cash in any financial institution accounts[46][54] - The Company has no long-term debt obligations or off-balance sheet arrangements as of the reporting date[95] Operating Performance - The company reported a net loss of $300 for the three months ended March 31, 2023, compared to a net loss of $1,751 for the same period in 2022, indicating a reduction in losses by approximately 82.9%[12] - The Company incurred formation costs of $300 for the three months ended March 31, 2023, compared to $1,751 for the same period in 2022, showing a decrease of approximately 82.9%[12] - The company reported no cash flows from operating activities for the three months ended March 31, 2023, consistent with the previous year[21] - The company had a net loss of $300 for the three months ended March 31, 2023, compared to a net loss of $1,751 for the same period in 2022, primarily due to formation costs[91] Initial Public Offering (IPO) - The Initial Public Offering (IPO) was completed on April 25, 2023, raising gross proceeds of $500,000,000 from the sale of 50,000,000 units at $10.00 per unit, with offering costs amounting to $28,452,534[26] - The Company completed its Initial Public Offering on April 25, 2023, raising gross proceeds of $500,000,000 from the sale of 50,000,000 Units at $10.00 per Unit, incurring offering costs of $28,452,534[58] - The Company sold an additional 14,300,000 Private Placement Warrants for $14,300,000 simultaneously with the IPO[27] - The Company issued 14,300,000 Private Placement Warrants at a price of $11.50 per share, generating $14,300,000 in proceeds, which were added to the Trust Account[71] Trust Account and Business Combination - A total of $505,000,000 was placed in a Trust Account, invested solely in U.S. government securities, with a per unit value of $10.10[28] - The Company must complete a Business Combination with target businesses having a fair market value of at least 80% of the Trust Account assets[29] - Public shareholders can redeem their shares for a pro rata portion of the Trust Account, initially valued at $10.10 per share[31] - The Company has until April 25, 2025, to complete a Business Combination, after which it will redeem Public Shares at the amount in the Trust Account[34] - The Sponsor has agreed to waive its liquidation rights regarding Founder Shares if the Company fails to complete a Business Combination within the Combination Period[35] Management and Operations - The Company has approximately $3,400,000 in its operating bank account immediately after the IPO to cover liquidity needs[38] - Management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the filing date[39] - The Company expects to incur significant costs related to being a public company and pursuing initial business combinations, with no operating revenues anticipated until after such combinations are completed[90] Shareholder Information - The company had 50,000,000 Class A ordinary shares and 12,937,500 Class B ordinary shares issued and outstanding as of May 30, 2023[3] - The weighted average shares outstanding remained constant at 11,250,000 for both the three months ended March 31, 2023, and 2022[12] - The weighted average number of ordinary shares outstanding was adjusted for 1,687,500 Class B ordinary shares subject to forfeiture, resulting in a net loss per ordinary share calculation[53] - The Sponsor holds 12,937,500 Founder Shares, representing 20% of the outstanding shares upon completion of the offering[67] - The Company increased its authorized share capital to 9,000,000,000 Class A ordinary shares and 900,000,000 Class B ordinary shares as of April 20, 2023[86] Legal and Compliance - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[102] - There were no changes in internal control over financial reporting that materially affected the company's financial reporting during the most recent fiscal quarter[107] - The company is not currently subject to any material legal proceedings, nor are any material legal proceedings threatened against it[108] - The company has not experienced any material changes in risk factors since its Initial Public Offering on April 25, 2023[109] Costs and Fees - The Company incurred $17,500,000 in deferred underwriting commissions as part of the offering costs related to the Initial Public Offering[58] - The underwriters received a cash underwriting discount of $0.20 per Unit, totaling $10,000,000, and will receive deferred underwriting commissions of $17,500,000, payable only if the Company completes a Business Combination[79] - The Company has agreed to pay a monthly Administrative Service Fee of $16,667 to the Sponsor for office space and administrative services, effective April 20, 2023[74] - Ares Management Capital Markets LLC received an advisory fee of $2,000,000 upon the closing of the Initial Public Offering and will receive a deferred fee of $3,500,000 contingent on completing the initial Business Combination[75] Accounting and Estimates - The company has identified critical accounting estimates that may affect reported amounts of assets and liabilities, emphasizing the potential for actual results to differ from estimates[98] - The company has no unrecognized tax benefits or accrued interest and penalties related to tax positions as of March 31, 2023[51] - The funds in the Trust Account will be comprised entirely of U.S. government securities with maturities of 185 days or less or money market funds meeting certain conditions[110]
Ares Acquisition II(AACT) - 2023 Q1 - Quarterly Report