• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Dashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlerts
    Company
    AboutQuantisnow PlusContactJobs
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form SC 13G filed by Ares Acquisition Corporation II

    11/14/24 6:04:30 AM ET
    $AACT
    Blank Checks
    Finance
    Get the next $AACT alert in real time by email
    SC 13G 1 ef20038408_sc13g.htm SC 13G

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C.  20549

    SCHEDULE 13G
    (Rule 13d-102)

    Information Statement Pursuant to Rules 13d-1 and 13d-2
    Under the Securities Exchange Act of 1934
    (Amendment No. __)*

    Ares Acquisition Corporation II
    (Name of Issuer)
     
    Class A ordinary shares, $0.0001 par value per share
    (Title of Class of Securities)

    G33033104
    (CUSIP Number)
     
    September 30, 2024
    (Date of Event Which Requires Filing of this Statement)

    Check the appropriate box to designate the rule pursuant to which this schedule is filed:
     
    ☒
    Rule 13d-1(b)
     
    ☐
    Rule 13d-1(c)
     
    ☐
    Rule 13d-1(d)
     
    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
     
    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
     


    1
    NAMES OF REPORTING PERSONS
     
     
    Westchester Capital Management, LLC
    27-3790558
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☒
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    132,786 shares
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    2,965,901 shares
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    132,786 shares
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    2,965,901 shares
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    3,098,687 shares
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    6.20%*
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IA
     
     
     
     

    * Based on 50,000,000 Shares outstanding as of August 1, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2024.


    1
    NAMES OF REPORTING PERSONS
     
     
    Virtus Investment Advisers, Inc.
    04-2453743
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Massachusetts
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    None
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    2,965,901 shares
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    None
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    2,965,901 shares
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    2,965,901 shares
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    5.93%*
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IA
     
     
     
     

    * Based on 50,000,000 Shares outstanding as of August 1, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2024.

    The amounts reported on this page are also included in the amounts reported by Westchester Capital Management, LLC on this Schedule 13G.


    1
    NAMES OF REPORTING PERSONS
     
     
    The Merger Fund
    14-1698547
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Massachusetts
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    None
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    2,743,497 shares
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    None
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    2,743,497 shares
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    2,743,497 shares
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    5.49%*
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IV
     
     
     
     

    * Based on 50,000,000 Shares outstanding as of August 1, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2024.

    The amounts reported on this page are also included in the amounts reported by Virtus Investment Advisers, Inc. on this Schedule 13G.


    Item 1(a).
    Name of Issuer
     
    The name of the issuer to which this filing on Schedule 13G relates is Ares Acquisition Corporation II (the “Company”).
     
    Item 1(b).
    Address of Issuer’s Principal Executive Offices
     
    The principal executive offices of the Company are located at 245 Park Avenue, 44th Floor, New York, NY 10167.
     
    Item 2(a).
    Name of Person Filing
     
    This statement is being filed jointly by the following (each, a “Reporting Person,” and collectively, the “Reporting Persons”): Westchester Capital Management, LLC (“Westchester”), a Delaware limited liability company, Virtus Investment Advisers, Inc. (“Virtus”), a Massachusetts corporation, and The Merger Fund (“MF”), a Massachusetts business trust.
     
    Virtus, a registered investment adviser, serves as the investment adviser to each of MF, The Merger Fund VL (“MF VL”) and Virtus Westchester Credit Event Fund (“CEF”).  Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, CEF and JNL Multi-Manager Alternative Fund (“JARB” together with MF, MF VL, and CEF, the “Funds”).  The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds.  Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester.
     
    Item 2(b).
    Address or Principal Business Office or, if none, Residence:
     
    Westchester Capital Management, LLC
    100 Summit Drive, Valhalla, NY 10595

    Virtus Investment Advisers, Inc.
    One Financial Plaza, Hartford, CT 06103

    The Merger Fund
    101 Munson Street, Greenfield, MA 01301-9683
     
    Item 2(c).
    Citizenship
     
    Westchester is organized under the laws of the State of Delaware. Each of Virtus and MF are organized under the laws of the State of Massachusetts.
     
    Item 2(d).
    Title of Class of Securities
     
    The class of equity securities of the Company to which this filing on Schedule 13G relates is Class A ordinary shares, $0.0001 par value per share ("Ordinary Shares").
     
    Item 2(e).
    CUSIP Number
     
    The CUSIP number of the Company’s Ordinary Shares is G33033104.


    Item 3.
    If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
     
     
    (a)
    ☐  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
    (b)
    ☐  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
     
    (c)
    ☐  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
    (d)
    ☒  Investment company registered under section 8 of the Investment Company Act of 1940(15 U.S.C. 80a-8).
     
    (e)
    ☒  An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
     
    (f)
    ☐  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
     
    (g)
    ☐  A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
     
    (h)
    ☐  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
     
    (i)
    ☐  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
     
    (j)
    ☐  Group, in accordance with §240.13d-1(b)(1)(ii)(J).
         
     
    ☐  If this statement is filed pursuant to §240.13d-1(c), check this box.

    Item 4.
     Ownership
     
    The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference. Virtus acts as investment adviser to each of MF, MF VL and CEF.  Westchester acts as sub-advisor to each of MF, MF VL, CEF and JARB and may be deemed to beneficially own shares of Ordinary Shares held by MF, MF VL, CEF and JARB. Messrs. Behren and Shannon each serve as Co-Presidents of Westchester.  By virtue of these relationships, Westchester and Messrs. Behren and Shannon may be deemed to beneficially own the Ordinary Shares held by the Funds, however, each of the Reporting Persons and Messrs. Behren and Shannon disclaim beneficial ownership of such shares of Ordinary Shares, except to the extent of their pecuniary interest therein.  The filing of this Statement shall not be construed as an admission that the Reporting Persons and Messrs. Behren and Shannon are, for the purpose of Section 13(g) of the Act, the beneficial owner of such shares held by the Funds.
     
    Item 5.
    Ownership of Five Percent or Less of a Class
     
    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
     
    Item 6.
    Ownership of More than Five Percent on Behalf of Another Person
     
    Not Applicable.
     
    Item 7.
    Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
     
    Not Applicable.
     

    Item 8.
    Identification and Classification of Members of the Group
     
    Not Applicable.
     
    Item 9.
    Notice of Dissolution of Group
     
    Not Applicable.
     
    Item 10.
    Certification
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
     

    SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

    Dated:  November 14, 2024
     
       
     
    WESTCHESTER CAPITAL MANAGEMENT, LLC
       
     
    By:
    /s/ CaSaundra Wu
       
    Name:
    CaSaundra Wu
       
    Title:
    CCO

     
    VIRTUS INVESTMENT ADVISERS, INC.
       
     
    By:
    /s/ Chetram Persaud
       
    Name: 
    Chetram Persaud
       
    Title:   
    Chief Compliance Officer
           
     
    THE MERGER FUND
       
     
    By:
    /s/ Daphne Chisolm
       
    Name:
    Daphne Chisolm
       
    Title:   
    Vice President, Counsel and Assistant Secretary


    Exhibit A

    JOINT FILING AGREEMENT

    In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares of Ares Acquisition Corporation II, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of November 14, 2024.

    Dated:  November 14, 2024
     
       
     
    WESTCHESTER CAPITAL MANAGEMENT, LLC
       
     
    By:
    /s/ CaSaundra Wu
       
    Name:
    CaSaundra Wu
       
    Title:
    CCO

     
    VIRTUS INVESTMENT ADVISERS, INC.
       
     
    By:
    /s/ Chetram Persaud
       
    Name: 
    Chetram Persaud
       
    Title:   
    Chief Compliance Officer
           
     
    THE MERGER FUND
       
     
    By:
    /s/ Daphne Chisolm
       
    Name:
    Daphne Chisolm
       
    Title:   
    Vice President, Counsel and Assistant Secretary



    Get the next $AACT alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $AACT

    DatePrice TargetRatingAnalyst
    More analyst ratings

    $AACT
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • Large owner Ares Acquisition Holdings Ii Lp converted options into 12,500,000 units of Class A ordinary shares (SEC Form 4)

      4 - Ares Acquisition Corp II (0001853138) (Issuer)

      4/22/25 8:53:34 PM ET
      $AACT
      Blank Checks
      Finance

    $AACT
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Kodiak Appoints Two New Board Members in Preparation for Public Listing via Business Combination with Ares Acquisition Corporation II

      Ken Goldman served as CFO for a range of public companies, including Yahoo! and Fortinet, and has served on dozens of boards of directors, in many cases as audit committee chair Former Lyft President Kristin Sverchek brings broad business and corporate governance experience, including scaling Lyft's business, and taking the transportation platform public MOUNTAIN VIEW, Calif., May 7, 2025 /PRNewswire/ -- Kodiak Robotics, Inc. ("Kodiak"), a leading provider of AI-powered autonomous vehicle technology, today announced it has appointed two new members to its board of directors as it prepares to become a publicly-listed company via business combination with Ares Acquisition Corporation II (NYSE:

      5/7/25 9:00:00 AM ET
      $AACT
      Blank Checks
      Finance
    • Horizon Technology Finance Announces First Quarter 2025 Financial Results

      - First Quarter 2025 Net Investment Income per Share of $0.27; NAV per Share of $7.57 - - Debt Portfolio Yield of 15.0% - - HRZN Ends Quarter with Committed Backlog of $236 Million - - Declares Regular Monthly Distributions Totaling $0.33 per Share through September 2025 - Horizon Technology Finance Corporation (NASDAQ:HRZN) ("Horizon" or the "Company"), an affiliate of Monroe Capital, and a leading specialty finance company that provides capital in the form of secured loans to venture capital-backed companies in the technology, life science, healthcare information and services, and sustainability industries, today announced its financial results for the first quarter ended March 31, 20

      4/29/25 4:15:00 PM ET
      $AACT
      $ARES
      $HRZN
      Blank Checks
      Finance
      Investment Managers
      Finance: Consumer Services
    • Ares Acquisition Corporation II Announces Preliminary Redemption Results of Approximately 1.3% of Public Shares

      Ares Acquisition Corporation II (NYSE: "AACT.U", "AACT", "AACT WS") ("AACT" or the "Company") announced today that as of the redemption deadline for the extraordinary general meeting of the Company (the "Meeting"), to be held today at 4:00 p.m. Eastern Time, to extend the period of time that the Company has to consummate a business combination (such period of time, the "Extension"), holders of 640,288 of the Company's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), properly exercised their right to redeem their shares for a pro rata portion of the funds in the Company's trust account in connection with the Meeting. The Class A Ordinary Shares to be redeemed

      4/22/25 6:30:00 AM ET
      $AACT
      Blank Checks
      Finance

    $AACT
    Financials

    Live finance-specific insights

    See more
    • Horizon Technology Finance Announces First Quarter 2025 Financial Results

      - First Quarter 2025 Net Investment Income per Share of $0.27; NAV per Share of $7.57 - - Debt Portfolio Yield of 15.0% - - HRZN Ends Quarter with Committed Backlog of $236 Million - - Declares Regular Monthly Distributions Totaling $0.33 per Share through September 2025 - Horizon Technology Finance Corporation (NASDAQ:HRZN) ("Horizon" or the "Company"), an affiliate of Monroe Capital, and a leading specialty finance company that provides capital in the form of secured loans to venture capital-backed companies in the technology, life science, healthcare information and services, and sustainability industries, today announced its financial results for the first quarter ended March 31, 20

      4/29/25 4:15:00 PM ET
      $AACT
      $ARES
      $HRZN
      Blank Checks
      Finance
      Investment Managers
      Finance: Consumer Services

    $AACT
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • SEC Form SC 13G filed by Ares Acquisition Corporation II

      SC 13G - Ares Acquisition Corp II (0001853138) (Subject)

      11/14/24 9:12:57 PM ET
      $AACT
      Blank Checks
      Finance
    • SEC Form SC 13G filed by Ares Acquisition Corporation II

      SC 13G - Ares Acquisition Corp II (0001853138) (Subject)

      11/14/24 10:25:34 AM ET
      $AACT
      Blank Checks
      Finance
    • SEC Form SC 13G filed by Ares Acquisition Corporation II

      SC 13G - Ares Acquisition Corp II (0001853138) (Subject)

      11/14/24 6:04:30 AM ET
      $AACT
      Blank Checks
      Finance

    $AACT
    SEC Filings

    See more
    • SEC Form 425 filed by Ares Acquisition Corporation II

      425 - Ares Acquisition Corp II (0001853138) (Subject)

      5/7/25 5:10:10 PM ET
      $AACT
      Blank Checks
      Finance
    • SEC Form 425 filed by Ares Acquisition Corporation II

      425 - Ares Acquisition Corp II (0001853138) (Subject)

      5/7/25 5:09:07 PM ET
      $AACT
      Blank Checks
      Finance
    • SEC Form 425 filed by Ares Acquisition Corporation II

      425 - Ares Acquisition Corp II (0001853138) (Subject)

      5/6/25 5:12:28 PM ET
      $AACT
      Blank Checks
      Finance