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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Ares Acquisition Corporation III (Name of Issuer) |
Class A ordinary shares, par value $0.0001 (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Ares Partners Holdco LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,341,667.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
30.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Ares Acquisition Holdings III LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,341,667.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
30.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Ares Acquisition Corporation III | |
| (b) | Address of issuer's principal executive offices:
245 Park Avenue, 44th Floor, New York, NY 10167 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the SEC pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons":
(i) Ares Partners Holdco LLC; and
(ii) Ares Acquisition Holdings III LP | |
| (b) | Address or principal business office or, if none, residence:
c/o Ares Management LLC
1800 Avenue of the Stars, Suite 1400
Los Angeles, CA 90067 | |
| (c) | Citizenship:
See response to row 4 on each cover page hereto. | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 | |
| (e) | CUSIP No.:
| |
| 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. 78c); | |
| (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 § 240.13d-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 associations 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to row 9 on each cover page hereto.
Ares Acquisition Holdings III LP (the "Sponsor") beneficially owns 9,875,000 Class A Shares issuable upon conversion of 9,875,000 Class B Shares and 7,466,667 Class A Shares issuable upon exercise of 7,466,667 private placement warrants to purchase one Class A Share at $11.50 per share, which become exercisable 30 days after the completion of the Issuer's initial business combination ("Private Placement Warrants"). In the aggregate, the Reporting Persons beneficially own 17,341,667 Class A Shares (the "Issuable Class A Shares") issuable in respect of (i) 9,875,000 Class B Shares and (ii) 7,466,667 Private Placement Warrants, representing 30.5% of the Class A Shares.
The reported percent of class is calculated based upon 39,500,000 Class A Shares outstanding as of August 10, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on August 13, 2026, as increased by the Issuable Class A Shares.
The reported beneficial ownership gives effect to (i) the acquisition by the Sponsor of an additional 666,667 warrants on July 1, 2026 in connection with the underwriters partial exercise of their over-allotment option in connection with the Issuer's initial public offering, and (ii) the forfeiture on August 14, 2026 of 43,750 Class B Shares as a result of the expiration of the underwriters' remaining overallotment option.
Ares Partners Holdco LLC ("Ares Partners") is the sole member of each of Ares Voting LLC and Ares Management GP LLC, which are respectively the holders of the Class B and Class C common stock of Ares Management Corporation ("Ares Management"), which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco LLC (together with each of the foregoing entities, the "Ares Entities"), which is the general partner of Ares Holdings L.P. ("Ares Holdings").
Ares Holdings is the sole shareholder of Ares Acquisition Holdings III, which is the general partner of the Sponsor that directly holds the reported Class B Shares and Private Placement Warrants. Accordingly, each of the Ares Entities and Ares Holdings may be deemed to share beneficial ownership of the reported securities.
Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over the Board Members' decisions. Each of these individuals expressly disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners.
Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any of the Reporting Persons or any of the foregoing are, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owners of any securities covered by this Statement, and such beneficial ownership is expressly disclaimed by the Reporting Persons. | |
| (b) | Percent of class:
See response to row 11 on each cover page hereto and the information set forth in subsection (a) of this Item 4. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to row 5 on each cover page hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See response to row 6 on each cover page hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to row 7 on each cover page hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to row 8 on each cover page hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |