Ares Acquisition Corp. III

06/29/2026 | Press release | Distributed by Public on 06/29/2026 19:52

Additional Securities Registration Statement (Form S-1MEF)

As filed with the United States Securities and Exchange Commission on June 29, 2026 under the Securities Act of 1933, as amended.

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Ares Acquisition Corporation III

(Exact name of registrant as specified in its charter)

Cayman Islands 6770 98-1929025
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

(212) 710-2100

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Peter Ogilvie

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

(212) 710-2100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies:

Monica J. Shilling, P.C.
Philippa Bond, P.C.

Van Whiting

Kirkland & Ellis LLP
2049 Century Park East, 37th Floor
Los Angeles, CA 90067
Tel: (310) 552-4200
Fax: (310) 552-5900
Christian Nagler, P.C.
Aaron Z. Simons

Kirkland & Ellis LLP
601 Lexington Avenue New York,
New York 10022

Tel: (212) 446-4800

Fax: (212) 446-4900
Christopher J. Capuzzi
Paul D. Tropp
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Tel: (212) 596-9000

Fax: (212) 596-9090

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-296746

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x Smaller reporting company x
Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed with respect to the registration of 5,175,000 additional units of Ares Acquisition Corporation III, a Cayman Islands exempted company (the "Registrant"), each consisting of one Class A Ordinary Share and one-tenth of one redeemable warrant, and the redeemable warrants acquire one Class A Ordinary Share, as described in the following sentence, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. This Registration Statement relates to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-296746) (the "Prior Registration Statement"), initially filed by the Registrant on June 12, 2026 and declared effective by the Securities and Exchange Commission on June 29, 2026. The required opinion of counsel and related consent and accountant's consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The Registrant hereby certifies to the Securities and Exchange Commission (the "Commission") that (1) it has instructed its bank to pay the filing fee set forth on Exhibit 107 to this Registration Statement by a wire transfer of such amount to the Commission's account at U.S. Bank as soon as practicable (but no later than the close of business as of June 30, 2026), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than June 30, 2026.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-296746) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

EXHIBIT INDEX

Exhibit No. Description
5.1 Opinion of Kirkland & Ellis LLP (incorporated by reference to Exhibit 5.1 to the Registrant's Prior Registration Statement on Form S-1 (SEC File No. 333-296746), filed on June 12, 2026).
5.2 Opinion of Maples and Calder (Cayman) LLP, Cayman Islands Legal Counsel to the Registrant.
23.1 Consent of WithumSmith+Brown, PC.
23.2 Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).
23.3 Consent of Maples and Calder (Cayman) LLP (included on Exhibit 5.2).
107 Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York, on the 29th day of June, 2026.

ARES ACQUISITION CORPORATION III
By: /s/ David B. Kaplan
Name: David B. Kaplan
Title: Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Name Position Date
/s/ David B. Kaplan Chief Executive Officer and June 29, 2026
David B. Kaplan Co-Chairman (principal executive officer)
/s/ Jarrod Phillips Chief Financial Officer (principal June 29, 2026
Jarrod Phillips financial and accounting officer)
/s/ Michael J Arougheti Co-Chairman June 29, 2026
Michael J Arougheti
/s/ Kathryn V. Marinello Director June 29, 2026
Kathryn V. Marinello
/s/ Michael A. Woronoff Director June 29, 2026
Michael A. Woronoff
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