References to the “Company,” “our,” “us” or “we” refer to Ares Acquisition Corporation III. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations, and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. Overview We are a blank check company formed on March 25, 2026 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our initial Business Combination. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt. We expect to continue to incur significant costs in the pursuit of an initial Business Combination. We cannot assure you that our plans to complete our initial Business Combination will be successful. Results of Operations All activity for the period from March 25, 2026 (inception) through June 30, 2026 related to our formation and the preparation for the Initial Public Offering. We will not generate any operating revenues until after the completion of our initial Business Combination. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. For the three months ended June 30, 2026 and for the period from March 25, 2026 (inception) through June 30, 2026, we had a net loss of $12,218 and $29,289, respectively, representing our general and administrative expenses. Liquidity and Capital Resources Our liquidity needs to date have been satisfied through a contribution of $25,000 from our Sponsor to cover certain expenses in exchange for the issuance of Class B ordinary shares and a loan from our Sponsor pursuant to the Promissory Note (see Note 4). As of June 30, 2026, there was $147,977 outstanding under the Promissory Note. On July 8, 2026, we repaid the outstanding balance of $156,632 under the Promissory Note. On July 1, 2026, we consummated our Initial Public Offering of 39,500,000 Units, including 5,000,000 Over-Allotment Units, at a purchase price of $10.00 per Unit, generating gross proceeds of $395,000,000, and incurring offering costs of $22,451,800, of which $13,825,000 was for deferred underwriting discounts. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 7,466,667 Private Placement Warrants, including 666,667 Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $11,200,000, to our Sponsor. As of immediately after the Initial Public Offering, we have $1,720,000 in cash held outside of the Trust Account. 19 Table of Contents In addition, we may withdraw interest earned on the Trust Account to fund our working capital requirements, subject to an annual limit of $500,000 (plus the rollover of unused amounts from prior years). And in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our directors and officers may, but are not obligated to, to provide us with Working Capital Loans (see Note 4). As of June 30, 2026, we had not made any Working Capital Withdrawals, and no amounts were outstanding under any Working Capital Loan. Trends Affecting Our Business We continue to evaluate the impact of persistent inflation, fluctuations in interest rates, financial market instability, certain geopolitical events, conflicts in the middle east and evolving expectations regarding monetary and U.S. trade policies. Management has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on our financial position, results of operations and/or ability to complete an initial Business Combination, we cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination. Contractual Obligations We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations, off-balance sheet arrangements or long-term liabilities. Administrative Service Fee On June 29, 2026, we entered into an agreement to pay our Sponsor a monthly fee of $16,667 for general and administrative services including office space, utilities, secretarial support and administrative services. This arrangement will terminate upon completion of our initial Business Combination or our liquidation. Underwriting Agreement and Advisory Agreement The underwriters will be entitled to a deferred underwriting discount of $13,825,000. The deferred underwriting discount shall only be due on a Unit if the Class A ordinary shares contained in such Unit is not redeemed prior to or in connection with our initial Business Combination, subject to a minimum aggregate deferred underwriting discount of $2,500,000. Notwithstanding the foregoing, if either or both of the underwriters acts as a placement agent in connection with a proposed private placement of equity securities in connection with our initial Business Combination and such underwriter receives fees in connection with such role in excess of such underwriter’s portion of the minimum aggregate deferred underwriting discount, the minimum aggregate deferred underwriting discount shall not apply for such underwriter. The deferred underwriting discount will become payable to the underwriters from the amounts held in the Trust Account solely if we complete the Initial Business Combination, subject to the terms of the underwriting agreement. On June 29, 2026, we also engaged AMCM, an affiliate of our Sponsor, to provide consulting and advisory services to us in connection with our initial Business Combination, for which it will receive a deferred advisory fee of up to $2,765,000, payable solely if we complete the initial Business Combination and with respect to amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the completion of the initial Business Combination. The deferred advisory fee will be calculated based on the amount of these redemptions, subject to a minimum fee of $625,000. The deferred advisory fee will be reimbursed from a portion of the fees paid to the underwriters. Contingent Fees We have entered into a fee arrangement with a service provider pursuant to which certain transaction fees and service fees will become payable only if we consummate a Business Combination. If the Business Combination does not occur, we will not be required to pay these contingent fees. As of June 30, 2026, the amount of these contingent fees with the service provider was $1,401,828. 20 Table of Contents Critical Accounting Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with GAAP. The preparation of our unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as our critical accounting estimates: Deferred Offering Costs We comply with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees and other costs that are related to the Initial Public Offering. ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. We apply this guidance to allocate Initial Public Offering proceeds from the Public Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Upon completion of the Initial Public Offering on July 1, 2026, offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit as Public Warrants and Private Placement Warrants after management’s evaluation are accounted for under equity treatment. Net Loss Per Ordinary Share We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per Class B ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares as of June 30, 2026 were reduced for the effect of an aggregate of 43,750 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised, in full or in part, by the underwriters (see Note 6). As of June 30, 2026, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary share is the same as basic loss per share for the periods presented. Recent Accounting Pronouncements Our management does not believe that any recently issued, but not yet effective, accounting pronouncement, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. JOBS Act The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an EGC and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. 21 Table of Contents Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an EGC, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an EGC, whichever is earlier.