{"url_path":"/sec/cik-0002128115/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/2128115/0001104659-26-080008-index.html","accession_number":"0001104659-26-080008","cik":"0002128115","ticker":null,"issuer_name":"Ares Acquisition Corp III","edgar_url":"https://www.sec.gov/Archives/edgar/data/2128115/0001104659-26-080008-index.html","primary_entity_key":"0002128115","primary_entity_name":"Ares Acquisition Corp III"},"word_count":833,"has_tables":true,"body_markdown":"**Item 1.01.****Entry into a Material Definitive Agreement.**\n\n \n\nOn June 29, 2026, the Registration Statement\non Form S-1 (File No. 333-296746) (the “Registration Statement”) relating to the initial public offering (the “IPO”)\nof Ares Acquisition Corporation III (the “Company”) was declared effective by the U.S. Securities and Exchange Commission,\nand the Company subsequently filed, on June 29, 2026, a Registration Statement on Form S-1 (File No. 333-297141) pursuant\nto Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing. On July 1, 2026,\nthe Company consummated the IPO of 39,500,000 units (the “Units”), which included 5,000,000 Units issued pursuant to the partial\nexercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value\nper share (the “Class A Ordinary Shares”), and one-tenth of one redeemable warrant (the “Public Warrants”),\neach whole Public Warrant entitling the holder of such Public Warrant to purchase one Class A Ordinary Share at an exercise price\nof $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of\n$395,000,000. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed\nas exhibits to the Registration Statement:\n\n \n\n·an Underwriting Agreement, dated June 29, 2026, among the Company and J.P. Morgan Securities LLC and Jefferies LLC, as representatives\nof the underwriters named in Schedule I in such Underwriting Agreement, which contains customary representations and warranties and indemnification\nof the underwriters by the Company;\n\n \n\n·a Private Placement Warrants Purchase Agreement, dated June 29, 2026, between the Company and Ares Acquisition Holdings III LP\n(the “Sponsor”), pursuant to which the Sponsor purchased 7,466,667 private placement warrants, each exercisable to purchase\none Class A Ordinary Share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant (the “Private Placement\nWarrants” and, together with the Public Warrants, the “Warrants”);\n\n \n\n·a Warrant Agreement, dated July 1, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant\nagent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for exercising the Warrants;\ncertain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain\nregistration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant\nagent by the Company under the Warrant Agreement;\n\n \n\n·an Investment Management Trust Agreement, dated June 29, 2026, between the Company and Continental Stock Transfer &\nTrust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds\nof the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction\nof funds from the trust account; and indemnification of the trustee by the Company under the agreement;\n\n \n\n·a Registration and Shareholder Rights Agreement, dated July 1, 2026, between the Company and the Sponsor, which provides for\ncustomary demand and piggy-back registration rights for the Sponsor as well as certain transfer restrictions applicable to the Sponsor\nwith respect to the Company’s securities, and, upon and following consummation of our initial business combination, the right of\nthe Sponsor to nominate three individuals for election to the Company’s board of directors;\n\n \n\n·a Letter Agreement, dated June 29, 2026, among the Company, the Sponsor and each executive officer and director of the Company,\npursuant to which the Sponsor and each executive officer and director of the Company has agreed to vote any ordinary shares of the Company\nheld by him, her or it in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the\nCompany if an initial business combination is not consummated within the time period set forth in the Amended and Restated Memorandum\nand Articles of Association; to certain transfer restrictions with respect to the Company’s securities; and to certain indemnification\nobligations of the Sponsor;\n\n \n\n \n\n \n\n \n\n·an Administrative Services Agreement, dated June 29, 2026, between the Company and the Sponsor, pursuant to which the Sponsor\nhas agreed to make available office space, secretarial and administrative services, as may be required by the Company from time to time,\nfor $16,667 per month until the earlier of the Company’s initial business combination or liquidation; and\n\n \n\n·a Consulting and Advisory Services Agreement, dated June 29, 2026, between\nthe Company and Ares Management Capital Markets LLC, pursuant to which Ares Management Capital Markets LLC provided consulting and advisory\nservices to the Company in connection with the IPO and will provide advisory services in connection with the Company’s initial business\ncombination.\n\n \n\nThe above descriptions are qualified in their entirety\nby reference to the full text of the applicable agreement, each of which is incorporated by reference in this Current Report on Form 8-K\n(this “Current Report”) and filed as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 to this Current Report,\nrespectively."}