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Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 29, 2026, the Registration Statement on Form S-1 (File No. 333-296746) (the "Registration Statement") relating to the initial public offering (the "IPO") of Ares Acquisition Corporation III (the "Company") was declared effective by the U.S. Securities and Exchange Commission, and the Company subsequently filed, on June 29, 2026, a Registration Statement on Form S-1 (File No. 333-297141) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing. On July 1, 2026, the Company consummated the IPO of 39,500,000 units (the "Units"), which included 5,000,000 Units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the "Class A Ordinary Shares"), and one-tenth of one redeemable warrant (the "Public Warrants"), each whole Public Warrant entitling the holder of such Public Warrant to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $395,000,000. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
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an Underwriting Agreement, dated June 29, 2026, among the Company and J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the underwriters named in Schedule I in such Underwriting Agreement, which contains customary representations and warranties and indemnification of the underwriters by the Company;
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a Private Placement Warrants Purchase Agreement, dated June 29, 2026, between the Company and Ares Acquisition Holdings III LP (the "Sponsor"), pursuant to which the Sponsor purchased 7,466,667 private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant (the "Private Placement Warrants" and, together with the Public Warrants, the "Warrants");
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a Warrant Agreement, dated July 1, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"), which sets forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the Warrant Agreement;
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an Investment Management Trust Agreement, dated June 29, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement;
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a Registration and Shareholder Rights Agreement, dated July 1, 2026, between the Company and the Sponsor, which provides for customary demand and piggy-back registration rights for the Sponsor as well as certain transfer restrictions applicable to the Sponsor with respect to the Company's securities, and, upon and following consummation of our initial business combination, the right of the Sponsor to nominate three individuals for election to the Company's board of directors;
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a Letter Agreement, dated June 29, 2026, among the Company, the Sponsor and each executive officer and director of the Company, pursuant to which the Sponsor and each executive officer and director of the Company has agreed to vote any ordinary shares of the Company held by him, her or it in favor of the Company's initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the time period set forth in the Amended and Restated Memorandum and Articles of Association; to certain transfer restrictions with respect to the Company's securities; and to certain indemnification obligations of the Sponsor;
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