Basic Stats
| CIK | 1829432 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ares Acquisition Corporation - Class A
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| February 12, 2024 |
AAC / Ares Acquisition Corporation - Class A / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formaressc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2) Ares Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G33032106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing |
|
| February 9, 2024 |
SC 13G/A 1 d755259dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Ares Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G33032106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of th |
|
| December 11, 2023 |
AAC / Ares Acquisition Corporation - Class A / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 aac20231130.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 ARES ACQUISITION CORPORATION (Name of Issuer) Class A Ordinary Share, $0.0001 par value per share (Title of Class of Securities) G33032106 (CUSIP Number) November 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the approp |
|
| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39972 ARES ACQUISITION CORPORATION (Exact name of registrant as specifie |
|
| November 8, 2023 |
Exhibit 3.1 Second Amendment to Amended and Restated Memorandum and Articles of Association of Ares Acquisition Corporation Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Ares Acquisition Corporation (ROC #359422) (the “Company”) TAKE NOTICE that by minutes of an extraordinary general meeting of the Company dated 1 August 2023, the following spe |
|
| November 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39972 AR |
|
| November 7, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 20, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
|
| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (Co |
|
| November 3, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) |
|
| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (Co |
|
| October 31, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) |
|
| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (Co |
|
| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (Co |
|
| October 31, 2023 |
X-energy and Ares Acquisition Corporation Mutually Agree to Terminate Business Combination Agreement EX-99.1 Exhibit 99.1 X-energy and Ares Acquisition Corporation Mutually Agree to Terminate Business Combination Agreement ROCKVILLE, MD and NEW YORK – October 31, 2023 – X-Energy Reactor Company, LLC (“X-energy”), a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation, and Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded sp |
|
| October 31, 2023 |
EX-10.1 Exhibit 10.1 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”) is made as of October 31, 2023, by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), and X-Energy Reactor Company, LLC, a Delaware limited liability company (the “Company”). The Purchaser and the Company are sometimes referred to individually as a “Party” and collec |
|
| October 30, 2023 |
X-energy’s reactor technology “begins with the fuel” Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| October 26, 2023 |
Filed by Ares Acquisition Corporation and Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| October 26, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| October 26, 2023 |
X-energy CEO Clay Sell on SMRs, Going Public and Next Steps Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| October 26, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| October 25, 2023 |
X-Energy’s Revolutionary Approach to Nuclear Power Can Lead Energy Transition Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| October 23, 2023 |
X-Energy Participates in SPAC Insider Podcast Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| October 20, 2023 |
Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| October 20, 2023 |
Filed by Ares Acquisition Corporation pursuant to Rule 425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| October 19, 2023 |
Filed by Ares Acquisition Corporation and 425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| October 19, 2023 |
X-Energy Announces Participation in IPO Edge Fireside Chat Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| October 18, 2023 |
Filed by Ares Acquisition Corporation and Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| October 16, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| October 13, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No.: 333-269400 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF ARES ACQUISITION CORPORATION (A CAYMAN ISLANDS EXEMPTED COMPANY) AND PROSPECTUS FOR 45,604,260 SHARES OF CLASS A COMMON STOCK AND 28,741,076 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK OF ARES ACQUISITION CORPORATION (TO BE RENAMED “X-ENERGY, INC.” FOLLOWIN |
|
| October 13, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
|
| October 11, 2023 |
Ares Acquisition Corporation c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 October 11, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N. |
|
| October 10, 2023 |
SEVENTH LOAN MODIFICATION AGREEMENT AND WAIVER Exhibit 10.24 SEVENTH LOAN MODIFICATION AGREEMENT AND WAIVER This SEVENTH LOAN MODIFICATION AGREEMENT AND WAIVER (this “Agreement”), dated as of October 4, 2023 (the “Effective Date”), is entered into by and among X-ENERGY, LLC, a Maryland limited liability company, f/k/a X Energy, LLC (“X Energy”), X-ENERGY REACTOR COMPANY, LLC, a Delaware limited liability company (“Reactor”, and together |
|
| October 10, 2023 |
As filed with the United States Securities and Exchange Commission on October 10, 2023. TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on October 10, 2023. |
|
| October 10, 2023 |
Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, NY 10167 October 10, 2023 Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, NY 10167 October 10, 2023 VIA EDGAR Attention: Eiko Yaoita Pyles Kevin Stertzel Eranga Dias Evan Ewing United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| October 10, 2023 |
Exhibit 10.25 EXECUTION VERSION CREDIT AGREEMENT dated as of October 4, 2023 among X-ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, as Borrowers, the other Loan Parties, and ARES ACQUISITION HOLDINGS LP, as Lender Table of Contents Page Article I Definition of Terms 1 Section 1.01 Accounting Terms/Financial Statements 1 Section 1.02 Definitions 1 Section 1.03 Construction of Terms 15 Section 1.04 |
|
| September 25, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
|
| September 22, 2023 |
Exhibit 10.18 LOB # 110-567 LOAN MODIFICATION AGREEMENT THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is made effective as of this 14 day of June, 2022 (the “Effective Date”), by and among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, their respective successors and assigns (jointly, severally and collectively, if more than one, the "Borrower” or “Obligors”); and LIVE OAK BANKING COMPANY, |
|
| September 22, 2023 |
FIFTH LOAN MODIFICATION AGREEMENT Exhibit 10.22 LOB # 110,567 FIFTH LOAN MODIFICATION AGREEMENT THIS FIFTH LOAN MODIFICATION AGREEMENT (this “Agreement”) is made effective as of this 10 day of August, 2023 (the “Effective Date”), by and among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, their respective successors and assigns (jointly, severally and collectively, if more than one, the “Borrower” or “Obligors”); and LIVE OAK BA |
|
| September 22, 2023 |
SIXTH LOAN MODIFICATION AGREEMENT Exhibit 10.23 LOB # 110,567 SIXTH LOAN MODIFICATION AGREEMENT THIS SIXTH LOAN MODIFICATION AGREEMENT (this “Agreement”) is made effective as of this 23 day of August, 2023 (the “Effective Date”), by and among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, their respective successors and assigns (jointly, severally and collectively, if more than one, the “Borrower” or “Obligors”); and LIVE OAK BA |
|
| September 22, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-4 (Form Type) ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid — — — — — — — — Fees Previously Paid (8) Equity New X-energy Class A Common Stock (2)(3) 457(f)(l) 50,841,780 $10. |
|
| September 22, 2023 |
As filed with the United States Securities and Exchange Commission on September 21, 2023. Table of Contents As filed with the United States Securities and Exchange Commission on September 21, 2023. |
|
| September 22, 2023 |
SECOND LOAN MODIFICATION AGREEMENT Exhibit 10.19 LOB # 110-567 SECOND LOAN MODIFICATION AGREEMENT THIS SECOND LOAN MODIFICATION AGREEMENT (this “Agreement”) is made effective as of this 14 day of August, 2022 (the “Effective Date”), by and among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, their respective successors and assigns (jointly, severally and collectively, if more than one, the "Borrower” or “Obligors”); and LIVE OAK |
|
| September 22, 2023 |
Exhibit 4.5 NUMBER SHARES COMMON INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP TO COME THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.0001 PAR VALUE, OF X-ENERGY, INC. transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this certificat |
|
| September 22, 2023 |
Consent to be Named as a Director Nominee Exhibit 99.10 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amen |
|
| September 22, 2023 |
Exhibit 4.6 [FORM OF WARRANT CERTIFICATE] [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW X-Energy, Inc. Incorporated Under the Laws of the State of Delaware CUSIP [·] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the register |
|
| September 22, 2023 |
List of Subsidiaries of Ares Acquisition Corporation Exhibit 21.1 List of Subsidiaries of Ares Acquisition Corporation None. |
|
| September 22, 2023 |
THIRD LOAN MODIFICATION AGREEMENT Exhibit 10.20 LOB # 110-567 THIRD LOAN MODIFICATION AGREEMENT THIS THIRD LOAN MODIFICATION AGREEMENT (this “Agreement”) is made effective as of this 7 day of September, 2022 (the “Effective Date”), by and among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, their respective successors and assigns (jointly, severally and collectively, if more than one, the “Borrower” or “Obligors”); and LIVE OAK |
|
| September 22, 2023 |
Exhibit 10.12 CREDIT AGREEMENT dated as of June 15, 2021 among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, as Borrowers, the Other Loan Parties, and LIVE OAK BANKING COMPANY, as Lender Table of Contents Page ARTICLE I Definition of Terms 1 Section 1.01 Accounting Terms/Financial Statements 1 Section 1.02 Definitions 1 Section 1.03 Construction of Terms 16 Section 1.04 Division. 17 ARTICLE II |
|
| September 22, 2023 |
Exhibit 99.1 ARES ACQUISITION CORPORATION PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. 22510 Ares. Acq. Proxy Card REV6 - Front PRELIMINARY - SUBJECT TO COMPLETION INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting – If you plan to |
|
| September 22, 2023 |
Exhibit 3.6 STATE OF DELAWARE CERTIFICATE OF DOMESTICATION FROM A NON-DELAWARE CORPORATION TO A DELAWARE CORPORATION PURSUANT TO SECTION 388 OF THE DELAWARE GENERAL CORPORATION LAW Ares Acquisition Corporation, presently a Cayman Islands exempted company, organized and existing under the laws of the Cayman Islands (the “Non-Delaware Corporation”), does hereby certify: 1) The Non-Delaware Corporati |
|
| September 22, 2023 |
FOURTH LOAN MODIFICATION AGREEMENT Exhibit 10.21 LOB # 110-567 FOURTH LOAN MODIFICATION AGREEMENT THIS FOURTH LOAN MODIFICATION AGREEMENT (this “Agreement”) is made effective as of this 8 day of December, 2022 (the “Effective Date”), by and among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, their respective successors and assigns (jointly, severally and collectively, if more than one, the “Borrower” or “Obligors”); and LIVE OAK |
|
| September 15, 2023 |
Department of Defense Expands X-energy Contract for Mobile Microreactor Prototype Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| September 14, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| September 13, 2023 |
PREFERRED STOCK SUBSCRIPTION AGREEMENT September 12, 2023 Exhibit 10.1 EXECUTION VERSION PREFERRED STOCK SUBSCRIPTION AGREEMENT September 12, 2023 Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, NY 10167 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page to this Subscription Agreement, by and between Ares Acquisition Corporation, a Cayma |
|
| September 13, 2023 |
Exhibit 10.2 Execution Version LETTER AGREEMENT THIS LETTER AGREEMENT, dated as of September 12, 2023 (this “Letter Agreement”), is entered into by and among X-Energy Reactor Company, LLC, a Delaware limited liability company (the “Company”), Ares Acquisition Corporation, a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation (the “Domestication”) prior to the clo |
|
| September 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) ( |
|
| September 13, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE X-energy and Ares Acquisition Corporation Announce Additional Committed Capital and Attractive Strategic Updates to Business Combination Ares Management Upsizes Total Commitment to $80 Million with $50 million PIPE Investment X-energy Founder Kam Ghaffarian Commits Approximately $30 million X-Energy’s Pre-Money Equity Value Revised to $1.05 Billion Under Amended |
|
| September 13, 2023 |
Exhibit 99.2 Clean • Safe • Secure • Affordable © 2023 X-Energy Reactor Company, LLC, all rights reserved 1 1 © 2023 X-Energy Reactor Company, LLC, all rights reserved Disclaimer This presentation (the “presentation”) is being delivered to you by X-Energy Reactor Company, LLC (“X-energy”) and Ares Acquisition Corporation (“AAC”) to assist interested parties in making their own evaluation with resp |
|
| September 13, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporatio |
|
| September 13, 2023 |
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This SECOND AMENDMENT (this “Amendment”), dated as of September 12, 2023 to the Business Combination Agreement, dated as of December 5, 2022 (as amended by the First Amendment to Business Combination Agreement, dated as of June 11, 2023, the “Agreement”), by and among Ares Acquisition Corporation, a Cayman Islands exempted company (the |
|
| August 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39972 ARES AC |
|
| August 7, 2023 |
Filed by Ares Acquisition Corporation and 425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| August 1, 2023 |
Second Amendment to the Amended and Restated Memorandum and Articles of Association. Exhibit 3.1 Ares Acquisition Corporation (the “Company”) MINUTES OF AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY HELD VIRTUALLY AND AT THE OFFICES OF KIRKLAND & ELLIS LLP, 601 LEXINGTON AVE, NEW YORK, NY 10022, UNITED STATES OF AMERICA ON AUGUST 1, 2023 AT 9.30AM (EASTERN TIME) Present: As set out in the Schedule In Attendance: As set out in the Schedule 1 Officers of the Meeting It was resolve |
|
| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (Comm |
|
| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (Comm |
|
| August 1, 2023 |
Ares Acquisition Corporation Announces Successful Second Extension and Redemption Results Exhibit 99.1 Ares Acquisition Corporation Announces Successful Second Extension and Redemption Results NEW YORK – August 1, 2023 – Ares Acquisition Corporation (NYSE: “AAC.U”, “AAC”, “AAC WS”) (“AAC” or the “Company”) today announced its shareholders approved a further extension of the period of time that the Company has to consummate its proposed business combination (the “Business Combination”) |
|
| July 26, 2023 |
Exhibit 10.1 Execution Version THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),. OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMI |
|
| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2023 ARES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39972 98-1538872 (State or other jurisdiction of incorporation) |
|
| July 26, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2023 ARES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39972 98-1538872 (State or other jurisdiction of incorporati |
|
| July 25, 2023 |
As filed with the United States Securities and Exchange Commission on July 25, 2023. TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on July 25, 2023. |
|
| July 25, 2023 |
Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, NY 10167 July 25, 2023 Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, NY 10167 July 25, 2023 VIA EDGAR Attention: Eiko Yaoita Pyles Kevin Stertzel Eranga Dias Evan Ewing United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| July 24, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2023 ARES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39972 98-1538872 (State or other jurisdiction of incorporation |
|
| July 24, 2023 |
EX-99.1 Exhibit 99.1 ARES ACQUISITION CORPORATION ANNOUNCES CONTINUATION OF MONTHLY CONTRIBUTIONS TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED SECOND EXTENSION Ares Acquisition Holdings LP will continue to make monthly deposits directly to the trust account of $0.0255 for each outstanding Class A ordinary share NEW YORK, NY – July 24, 2023 (BUSINESS WIRE) – Ares Acquisition Corporation (NYSE: “AAC |
|
| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2023 ARES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39972 98-1538872 (State or other jurisdiction of incorporation) (C |
|
| July 24, 2023 |
EX-10.1 Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),. OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER |
|
| July 19, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| July 12, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| July 3, 2023 |
As filed with the United States Securities and Exchange Commission on July 3, 2023. TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on July 3, 2023. |
|
| July 3, 2023 |
Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, NY 10167 July 3, 2023 Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, NY 10167 July 3, 2023 VIA EDGAR Attention: Eiko Yaoita Pyles Kevin Stertzel Eranga Dias Evan Ewing United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| July 3, 2023 |
X-energy Analyst Day Webcast Transcript 425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| June 28, 2023 |
Reactor Company, LLC, all rights reserved EX-99.1 Exhibit 99.1 Exhibit 99.1 Clean • Safe • Secure • Affordable © 2023 X-Energy Reactor Company, LLC, all rights reserved Disclaimer This presentation (the “presentation”) is being delivered to you by X-Energy Reactor Company, LLC (“X-energy”) and Ares Acquisition Corporation (“AAC”) to assist interested parties in making their own evaluation with respect to a potential business combination o |
|
| June 28, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (C |
|
| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (Commi |
|
| June 16, 2023 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| June 12, 2023 |
As filed with the United States Securities and Exchange Commission on June 12, 2023. Table of Contents As filed with the United States Securities and Exchange Commission on June 12, 2023. |
|
| June 12, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-4 (Form Type) ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid — — — — — — — — Fees Previously Paid (8) Equity New X-energy Class A Common Stock (2)(3) 457(f)(l) 52,126,558 $ 10. |
|
| June 12, 2023 |
Exhibit 99.2 Clean • Safe • Secure • Affordable © 2023 X-Energy Reactor Company, LLC, all rights reserved 1 1 © 2023 X-Energy Reactor Company, LLC, all rights reserved Disclaimer This presentation (the “presentation”) is being delivered to you by X-Energy Reactor Company, LLC (“X-energy”) and Ares Acquisition Corporation (“AAC”) to assist interested parties in making their own evaluation with resp |
|
| June 12, 2023 |
EX-2.1 2 d512343dex21.htm EX-2.1 Exhibit 2.1 Execution Version FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT (this “Amendment”), dated as of June 11, 2023 to the Business Combination Agreement, dated as of December 5, 2022 (the “Agreement”), by and among Ares Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), X-Energy Reactor Company, LLC, a Dela |
|
| June 12, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (C |
|
| June 12, 2023 |
EX-10.2 4 d512343dex102.htm EX-10.2 Exhibit 10.2 Execution Version FIRST AMENDMENT TO COMMITMENT LETTER This FIRST AMENDMENT (this “Amendment”), dated as of June 11, 2023 to the Commitment Letter, dated as of December 5, 2022 (the “Commitment Letter”), by and among AAC Holdings II LP, a Delaware limited partnership (the “Investor”), Ares Acquisition Corporation, a Cayman Islands exempted company ( |
|
| June 12, 2023 |
EX-10.1 Exhibit 10.1 Execution Version FIRST AMENDMENT TO SPONSOR SUPPORT AGREEMENT This FIRST AMENDMENT (this “Amendment”), dated as of June 11, 2023 to the Sponsor Support Agreement, dated as of December 5, 2022 (the “Agreement”), by and among Ares Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), the Persons set forth on Schedule I to the Agreement (the “Purchaser Su |
|
| June 12, 2023 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE X-energy and Ares Acquisition Corporation Announce Strategic Update to Business Combination Terms to Reinforce Long-Term Value Creation Opportunity and Alignment with Shareholders Updated Terms Establish More Attractive Investment Entry Point for Shareholders Companies Reaffirm Commitment to Complete Transaction X-energy Completes Key Milestones for Advan |
|
| June 12, 2023 |
Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, NY 10167 June 12, 2023 Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, NY 10167 June 12, 2023 VIA EDGAR Attention: Eiko Yaoita Pyles Kevin Stertzel Eranga Dias Evan Ewing United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (Commi |
|
| May 22, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| May 16, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| May 15, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| May 15, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| May 15, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| May 11, 2023 |
425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| May 11, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| May 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39972 ARES A |
|
| April 3, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 30, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 30, 2023 |
X-energy Partners with Kinectrics for Helium Test Facility 425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 28, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) ( |
|
| March 28, 2023 |
EX-99.1 Exhibit 99.1 Clean • Safe • Secure • Affordable © 2023 X-Energy Reactor Company, LLC, all rights reserved 1 1 © 2023 X-Energy Reactor Company, LLC, all rights reserved Disclaimer This presentation (the “presentation”) is being delivered to you by X-Energy Reactor Company, LLC (“X-energy”) and Ares Acquisition Corporation (“AAC”) to assist interested parties in making their own evaluation w |
|
| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (Comm |
|
| March 24, 2023 |
EX-10 4 aac-20211231xex10d12.htm EXHIBIT-10.12 Exhibit 10.12 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. Statement of Purpose for an Extension of Credit by a Cred |
|
| March 24, 2023 |
Consent of David B. Kaplan to be named as a director nominee. EX-99 13 aac-20211231xex99d8.htm EXHIBIT-99.8 Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in th |
|
| March 24, 2023 |
Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, NY 10167 March 24, 2023 Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, NY 10167 March 24, 2023 VIA EDGAR Attention: Eiko Yaoita Pyles Kevin Stertzel Eranga Dias Evan Ewing United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| March 24, 2023 |
Exhibit 10.11 REIMBURSEMENT AGREEMENT AND GUARANTY DATED AS OF APRIL 26, 2021 WHEREAS, during late July and on August 12, 2020, X-ENERGY REACTOR COMPANY, LLC, a Delaware limited liability company ( “X-Energy”) and Pershing LLC, an affiliate of Bank of New York Mellon (the “Lender”), and in certain cases other parties, entered into a series of documents described on Exhibit A hereto (the “Loan Docu |
|
| March 24, 2023 |
Exhibit 10.10 CREDIT AGREEMENT dated as of June 15, 2021 among X ENERGY, LLC and X-ENERGY REACTOR COMPANY, LLC, as Borrowers, the Other Loan Parties, and LIVE OAK BANKING COMPANY, as Lender Table of Contents Page ARTICLE I Definition of Terms 1 Section 1.01 Accounting Terms/Financial Statements 1 Section 1.02 Definitions 1 Section 1.03 Construction of Terms 16 Section 1.04 Division. 17 ARTICLE II |
|
| March 24, 2023 |
Consent of Christopher F. Ginther to be named as a director nominee. Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amend |
|
| March 24, 2023 |
Consent of Edward Sonnenschein to be named as a director nominee. Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amend |
|
| March 24, 2023 |
Consent of Michael J. Wallace to be named as a director nominee. Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amend |
|
| March 24, 2023 |
Consent of Kathleen W. Hyle to be named as a director nominee. Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amend |
|
| March 24, 2023 |
Consent of Allyson Satin to be named as a director nominee. Exhibit 99.9 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amend |
|
| March 24, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-4 (Form Type) ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid - - - - - - - - Fees Previously Paid (8) Equity New X-energy Class A Common Stock (2)(3) 457(f)(l) 53,892,998 $ 10. |
|
| March 24, 2023 |
Profits Interest Plan of X-Energy Management, LLC and forms of award agreements thereunder. Exhibit 10.14 PROFITS INTEREST PLAN OF X-ENERGY MANAGEMENT, LLC X-Energy Management, LLC, a Delaware limited liability company (the “Company”), has adopted this Profits Interest Plan of X-Energy Management, LLC (the “Plan”), as of June 13, 2022 (the “Effective Date”), for the benefit of its eligible employees and other service providers. The purpose of the Plan is to provide such eligible employee |
|
| March 24, 2023 |
As filed with the United States Securities and Exchange Commission on March 24, 2023. Table of Contents As filed with the United States Securities and Exchange Commission on March 24, 2023. |
|
| March 22, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 21, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 13, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 13, 2023 |
TRISO-X Successfully Completes Fuel Test to Power Nuclear Thermal Propulsion in Space Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 10, 2023 |
425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 10, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 10, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 10, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0 |
|
| March 8, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 8, 2023 |
X-energy CEO J. Clay Sell to Speak at S&P Global’s CERAWeek 425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 7, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 7, 2023 |
X-energy to Open First Plant Support Center for Xe-100 Advanced Small Modular Reactor Fleet 425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 6, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 6, 2023 |
Filed by Ares Acquisition Corporation pursuant to Rule 425 425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 3, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 2, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 1, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| March 1, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| February 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39972 ARES ACQUIS |
|
| February 13, 2023 |
AAC / Ares Acquisition Corporation Class A Ordinary Shares / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 sc13gaaresacquisition.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Ares Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G33032106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this |
|
| February 8, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| February 8, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| February 3, 2023 |
EX-3.1 2 d266650dex31.htm EX-3.1 Exhibit 3.1 Ares Acquisition Corporation (the “Company”) MINUTES OF AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY HELD VIRTUALLY AND AT THE OFFICES OF KIRKLAND & ELLIS LLP, 601 LEXINGTON AVE, NEW YORK, NY 10022, UNITED STATES OF AMERICA ON FEBRUARY 2, 2023 AT 9.30AM (EASTERN TIME) Present: As set out in the Schedule In Attendance: As set out in the Schedule 1 Off |
|
| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (Co |
|
| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2023 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (Co |
|
| February 1, 2023 |
NRC Begins Public Engagement for TRISO-X Advanced Nuclear Fuel Facility License Application Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| February 1, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| February 1, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| January 30, 2023 |
Filed by Ares Acquisition Corporation and Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| January 30, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| January 27, 2023 |
425 1 d421658d425.htm 425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. 001-39972) NEWS RELEASE FOR IMMEDIATE RELEASE X-energy UK and Cavendish Nuclear conv |
|
| January 27, 2023 |
425 1 d424361d425.htm 425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. 001-39972) On January 27, 2023, X-Energy Reactor Company, LLC (“X-energy”), publishe |
|
| January 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2023 ARES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39972 98-1538872 (State or other jurisdiction of incorporation) |
|
| January 26, 2023 |
EX-10.1 Exhibit 10.1 Execution Version THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE |
|
| January 26, 2023 |
EX-99.1 Exhibit 99.1 ARES ACQUISITION CORPORATION ANNOUNCES MONTHLY CONTRIBUTION TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION Ares Acquisition Holdings LP will make monthly deposits directly to the trust account of $0.03 for each outstanding Class A ordinary share up to a maximum of $1.2 million per month NEW YORK, NY – January 26, 2023 (BUSINESS WIRE) – Ares Acquisition Corporation (NYS |
|
| January 26, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
| January 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2023 ARES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39972 98-1538872 (State or other jurisdiction of incorporation) |
|
| January 25, 2023 |
Consent of J. Clay Sell to be named as a director nominee. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amend |
|
| January 25, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity New X-energy Class A Common Stock (2)(3) 457(f)(l) 112,500,000 $ 10. |
|
| January 25, 2023 |
425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| January 25, 2023 |
As filed with the United States Securities and Exchange Commission on January 25, 2023. TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on January 25, 2023. |
|
| January 25, 2023 |
Consent of Kamal Ghaffarian to be named as a director nominee. Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Ares Acquisition Corporation of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amend |
|
| January 20, 2023 |
Filed by Ares Acquisition Corporation and Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| January 19, 2023 |
425 1 d446486d425.htm 425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. 001-39972) On January 19, 2023, X-Energy Reactor Company, LLC (“X-energy”), publishe |
|
| January 18, 2023 |
ARES ACQUISITION CORPORATION ANNOUNCES CHANGE OF EXTRAORDINARY GENERAL MEETING DATE 425 1 d427658d425.htm 425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. 001-39972) ARES ACQUISITION CORPORATION ANNOUNCES CHANGE OF EXTRAORDINARY GENERAL ME |
|
| January 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| January 18, 2023 |
ARES ACQUISITION CORPORATION ANNOUNCES CHANGE OF EXTRAORDINARY GENERAL MEETING DATE Exhibit 99.1 ARES ACQUISITION CORPORATION ANNOUNCES CHANGE OF EXTRAORDINARY GENERAL MEETING DATE NEW YORK, NY – January 18, 2023 (BUSINESS WIRE) – Ares Acquisition Corporation (“AAC” or the “Company”) (NYSE: “AAC.U”, “AAC”, “AAC WS”) announced today that its extraordinary general meeting of shareholders (the “Shareholder Meeting”) originally scheduled for January 24, 2023, is being postponed to Fe |
|
| January 18, 2023 |
Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| January 18, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2023 ARES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39972 98-1538872 (State or other jurisdiction of incorporation) |
|
| January 17, 2023 |
Filed by Ares Acquisition Corporation and 425 1 d428781d425.htm 425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. 001-39972) On January 17, 2023, X-Energy Reactor Company, LLC (“X-energy”), publishe |
|
| January 17, 2023 |
425 1 d432727d425.htm 425 Filed by Ares Acquisition Corporation and X-Energy Reactor Company, LLC Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. 001-39972) NEWS RELEASE X-energy Announces Strategic Investment from DL E&C and Doos |
|
| January 13, 2023 |
X-energy Announces Participation in IPO Edge Fireside Chat 425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| January 13, 2023 |
Filed by Ares Acquisition Corporation pursuant to Rule 425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| January 11, 2023 |
X-energy Announces Participation at the Shareholder Equity Conference Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| January 11, 2023 |
Filed by Ares Acquisition Corporation pursuant to Rule 425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| January 10, 2023 |
AAC / Ares Acquisition Corporation Class A Ordinary Shares / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 aac20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Ares Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G33032106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropria |
|
| January 3, 2023 |
DEFA14A 1 d409380ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
|
| December 21, 2022 |
X-energy Completes Key Safety System Prototype for Xe-100 Advanced Nuclear Reactors Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| December 21, 2022 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| December 19, 2022 |
Monica J. Shilling, P.C. To Call Writer Directly: +1 310 552 4355 Monica J. Shilling, P.C. To Call Writer Directly: +1 310 552 4355 [email protected] 2049 Century Park East Los Angeles, CA 90067 United States +1 310 552 4200 www.kirkland.com Facsimile: +1 310 552 5900 December 19, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Me |
|
| December 15, 2022 |
Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| December 14, 2022 |
Monica J. Shilling, P.C. To Call Writer Directly: +1 310 552 4355 CORRESP 1 filename1.htm Monica J. Shilling, P.C. To Call Writer Directly: +1 310 552 4355 [email protected] 2049 Century Park East Los Angeles, CA 90067 United States +1 310 552 4200 www.kirkland.com Facsimile: +1 310 552 5900 December 15, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. |
|
| December 14, 2022 |
Filed by Ares Acquisition Corporation pursuant to Rule 425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| December 12, 2022 |
Filed by Ares Acquisition Corporation pursuant to Rule 425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| December 12, 2022 |
Filed by Ares Acquisition Corporation pursuant to Rule 425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| December 6, 2022 |
425 1 d239922d425.htm 425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. 001-39972) On December 6, 2022, X-Energy Reactor Company, LLC (“X-energy”), published the following posts on LinkedIn |
|
| December 6, 2022 |
425 1 d406644d425.htm 425 Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. 001-39972) Set forth below is a transcript of the conference call held on December 6, 2022 announcing the proposed bus |
|
| December 6, 2022 |
Exhibit 10.3 AAC HOLDINGS II LP 2000 AVENUE OF THE STARS SUITE 1200 LOS ANGELES, CA 90067 December 5, 2022 X-Energy Reactor Company, LLC 801 Thompson Ave., Suite 400 Rockville, Maryland 20852 Ares Acquisition Corporation 245 Park Avenue, 44th Floor New York, New York Re: Commitment Letter Ladies and Gentlemen: Reference is made to the Business Combination Agreement, dated on or about the date of t |
|
| December 6, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
|
| December 6, 2022 |
Exhibit 2.1 Execution Version Dated December 5, 2022 Business Combination Agreement by and between Ares Acquisition Corporation, as the Purchaser, X-Energy Reactor Company, LLC, as the Company, and solely for purposes of Section 1.01(f), Section 6.25 and Article IX, each of The Kamal S. Ghaffarian Revocable Trust, IBX Company Opportunity Fund 1, LP, IBX Company Opportunity Fund 2, LP, IBX Opportun |
|
| December 6, 2022 |
425 1 d411466d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2022 ARES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39972 98-1538872 (State or other juri |
|
| December 6, 2022 |
Filed by Ares Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ares Acquisition Corporation (File No. |
|
| December 6, 2022 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?) is dated as of December 5, 2022 (the ?Effective Date?), by and among Ares Acquisition Corporation, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the ?Purchaser?), the Persons set forth on Schedule I to this Agreement (the ?Purchase |
|
| December 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2022 ARES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39972 98-1538872 (State or other jurisdiction of incorporation) |
|
| December 6, 2022 |
Clean ? Safe ? Secure ? Affordable Exhibit 99.2 Disclaimer This presentation (the ?presentation?) is being delivered to you by X-Energy Reactor Company, LLC (?X-energy?) and Ares Acquisition Corporation (?AAC?) to assist interested parties in making their own evaluation with respect to a potential business combination of X-energy and AAC and related transactions (the ?proposed business combination |
|
| December 6, 2022 |
Exhibit 10.2 Execution Version MEMBER SUPPORT AGREEMENT This MEMBER SUPPORT AGREEMENT (this ?Agreement?) is dated as of December 5, 2022 (the ?Effective Date?), by and among Ares Acquisition Corporation, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the ?Purchaser?), the Persons set forth on Schedule I to this Agreement (the ?Company Me |
|
| December 6, 2022 |
Exhibit 99.1 X-energy, a Leading Developer of Small Modular Nuclear Reactor and Fuel Technology for Clean Energy Generation, to Go Public via Business Combination with Ares Acquisition Corporation ? X-energy is developing a more advanced small modular reactor (?SMR?) and proprietary fuel that can safely and efficiently deliver affordable zero-carbon energy to people around the world. ? X-energy?s |
|
| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39972 AR |
|
| August 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39972 ARES AC |
|
| May 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39972 ARES A |
|
| March 4, 2022 |
WORKING CAPITAL LOAN AGREEMENT Exhibit 10.9 WORKING CAPITAL LOAN AGREEMENT As of March 1, 2022 Ares Acquisition Corporation (the ?Company?) promises to pay to the order of Ares Acquisition Holdings LP or its successors or assigns (the ?Sponsor?) the principal sum of up to Two Million Five Hundred Thousand Dollars ($2,500,000) in lawful money of the United States of America, on the terms and conditions described below. 1. Princi |
|
| March 4, 2022 |
Exhibit 4.5 DESCRIPTION OF SECURITIES OF ARES ACQUISITION CORPORATION REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, Ares Acquisition Corporation (the ?Company,? ?we,? ?us? and ?our?) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Act?): Units, consisting of one Class A ordinary |
|
| March 4, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39972 ARES ACQUIS |
|
| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Ares Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G33032106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
|
| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Ares Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G33032106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box |
|
| January 3, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F |
|
| December 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) December 27, 2021 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No. |
|
| November 12, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39972 AR |
|
| August 16, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39972 ARES AC |
|
| May 17, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39972 ARES A |
|
| March 25, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 25, 2021 ARES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39972 98-1538872 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No. |
|
| March 25, 2021 |
Exhibit 99.1 Ares Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 25, 2021 NEW YORK, NY, March 25, 2021 - Ares Acquisition Corporation (NYSE: AAC.U) (the ?Company?) announced today that, commencing March 25, 2021, holders of the units sold in the Company?s initial public offering of 100,000,000 units, completed on February 4, 2021 |
|
| February 10, 2021 |
Financial Statements and Exhibits, Other Events SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2021 (February 4, 2021) ARES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39972 98-1538872 (State or other jurisdiction of |
|
| February 10, 2021 |
EX-99.1 Exhibit 99.1 ARES ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Financial Statement of Ares Acquisition Corporation Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 4, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Ares Acquisition Cor |
|
| February 5, 2021 |
Administrative Services Agreement between the Company and the Sponsor EX-10.5 Exhibit 10.5 ARES ACQUISITION CORPORATION c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 February 1, 2021 Ares Acquisition Holdings LP c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 Ladies and Gentlemen: This letter agreement by and between Ares Acquisition Corporation , a Cayman Islands exempted company (the “Company”) and Ares Acquisition H |
|
| February 5, 2021 |
Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2021, is made and entered into by and among Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Ares Acquisition Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned parties |
|
| February 5, 2021 |
Amended and Restated Memorandum and Articles of Association EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ARES ACQUISITION CORPORATION (ADOPTED BY SPECIAL RESOLUTION DATED 1 FEBRUARY 2021 AND EFFECTIVE ON 1 FEBRUARY 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATI |
|
| February 5, 2021 |
EX-4.1 Exhibit 4.1 WARRANT AGREEMENT ARES ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 1, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated February 1, 2021, is by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such |
|
| February 5, 2021 |
Underwriting Agreement between the Company and UBS Securities LLC and Citigroup Global Markets Inc. EX-1.1 Exhibit 1.1 Ares Acquisition Corporation 87,000,000 Units1 Underwriting Agreement February 1, 2021 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As representatives (each, a “Representative” and collectively, the “Representatives”) of the several Underwriters named in Schedule I hereto, Ladi |
|
| February 5, 2021 |
Letter Agreement among the Company, the Sponsor and the Company’s officers and directors EX-10.4 Exhibit 10.4 February 1, 2021 Ares Acquisition Corporation c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Ares Acquisition Corporation, a Cayman Island |
|
| February 5, 2021 |
Private Placement Warrants Purchase Agreement between the Company and the Sponsor Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 1, 2021, is entered into by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings LP, a Cayman |
|
| February 5, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2021 (February 1, 2021) ARES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39972 98-1538872 (State or other jurisdiction of i |
|
| February 5, 2021 |
EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 1, 2021 by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form |
|
| February 3, 2021 |
Ares Acquisition Corporation 87,000,000 Units 424B4 Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-252163 PROSPECTUS Ares Acquisition Corporation $870,000,000 87,000,000 Units Ares Acquisition Corporation is a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combinatio |
|
| February 1, 2021 |
8-A12B 1 d119151d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ARES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 98-1538872 (State or other jurisdiction of incorporation or or |
|
| February 1, 2021 |
S-1MEF As filed with the United States Securities and Exchange Commission on February 1, 2021 under the Securities Act of 1933, as amended. |
|
| January 28, 2021 |
UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Citigroup Global Markets Inc. |
|
| January 28, 2021 |
Ares Acquisition Corporation c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 January 28, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| January 26, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor. * EX-10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2021, is entered into by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings LP, a Cayman |
|
| January 26, 2021 |
EX-4.3 Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Ares Acquisition Corporation Incorporated Under the Laws of the Cayman Islands CUSIP [•] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of |
|
| January 26, 2021 |
EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fi |
|
| January 26, 2021 |
Form of Amended and Restated Memorandum and Articles of Association. * EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ARES ACQUISITION CORPORATION (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ARES ACQUISI |
|
| January 26, 2021 |
EX-10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Ares Acquisition Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned parties |
|
| January 26, 2021 |
EX-10.8 Exhibit 10.8 [•], 2021 Ares Acquisition Corporation c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Ares Acquisition Corporation, a Cayman Islands exemp |
|
| January 26, 2021 |
EX-4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES ARES ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF USD $0.0001 EACH OF ARES ACQUISITION CORPORATION (THE “COMPANY”) |
|
| January 26, 2021 |
Form of Administrative Services Agreement between the Registrant and the Sponsor. * EX-10.5 Exhibit 10.5 ARES ACQUISITION CORPORATION c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 [•], 2021 Ares Acquisition Holdings LP c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 Ladies and Gentlemen: This letter agreement by and between Ares Acquisition Corporation , a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings |
|
| January 26, 2021 |
Memorandum and Articles of Association. * EX-3.1 Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF ARES ACQUISITION CORPORATION THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ARES ACQUISITION CORPORATION 1 The name of the Company is Ares Acquisition Corporation 2 The Registered Office of the |
|
| January 26, 2021 |
EX-4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] ARES ACQUISITION CORPORATION UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, |
|
| January 26, 2021 |
Form of Indemnity Agreement. * EX-10.4 Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly held companies and corporations as directors, officers or in other capacities unless they are p |
|
| January 26, 2021 |
Securities Subscription Agreement, dated June 5, 2020, between the Registrant and the Sponsor. * EX-10.7 Exhibit 10.7 Ares Acquisition Corporation c/o Ares Management LLC 245 Park Avenue, 42nd Floor New York, New York 10167 Ares Acquisition Holdings LP June 5, 2020 c/o Ares Management LLC 245 Park Avenue, 42nd Floor New York, New York 10167 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Ares Acquisition Holdings LP, a Cayman Islands exempted lim |
|
| January 26, 2021 |
Form of Underwriting Agreement. * EX-1.1 2 d61603dex11.htm EX-1.1 Exhibit 1.1 Ares Acquisition Corporation 72,500,000 Units1 Underwriting Agreement [•], 2021 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As representatives (each, a “Representative” and collectively, the “Representatives”) of the several Underwriters named in Sched |
|
| January 26, 2021 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 26, 2021. |
|
| January 26, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. * EX-4.4 Exhibit 4.4 WARRANT AGREEMENT ARES ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is by and between Ares Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the |
|
| January 15, 2021 |
EX-99.1 Exhibit 99.1 CONSENT OF STEPHEN DAVIS Ares Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to |
|
| January 15, 2021 |
EX-10.6 Exhibit 10.6 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE |
|
| January 15, 2021 |
S-1 Table of Contents As filed with the Securities and Exchange Commission on January 15, 2021. |
|
| January 15, 2021 |
EX-99.3 6 d61603dex993.htm EX-99.3 Exhibit 99.3 CONSENT OF FELICIA THORNTON Ares Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the |
|
| January 15, 2021 |
EX-99.2 5 d61603dex992.htm EX-99.2 Exhibit 99.2 CONSENT OF KATHRYN MARINELLO Ares Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the |
|
| January 15, 2021 |
Ares Acquisition Corporation c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167 January 15, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D. |
