Item 1.01 Entry into a Material Definitive Agreement.
On January 26, 2023, Ares Acquisition Holdings LP (the "Sponsor") agreed to make
monthly deposits directly to Ares Acquisition Corporation's ("AAC" or the
"Company") trust account of $0.03 for each outstanding Class A ordinary share,
par value $0.0001 per share, of the Company (the "Class A ordinary shares"), up
to a maximum of $1.2 million per month (each deposit, a "Contribution")
following the approval and implementation of the Extension Amendment Proposal
(as defined below) on the terms described below. Such Contributions will be made
pursuant to a non-interest bearing, unsecured promissory note (the "Promissory
Note") issued by the Company to the Sponsor.
At the extraordinary general meeting of the Company to be held at 9:30 a.m.,
Eastern Time, on February 2, 2023 (the "Shareholder Meeting"), the Company's
shareholders will be asked to vote on a proposal to amend the Company's amended
and restated memorandum and articles of association (the "Memorandum and
Articles of Association") to, among other things, extend the date by which the
Company has to consummate a business combination from February 4, 2023 to
August 4, 2023 (the "Extension Amendment Proposal").
If the Extension Amendment Proposal is approved, such Contributions, which will
be paid monthly (or a pro rata portion thereof if less than a full month), will
begin on February 3, 2023, and thereafter on the first day of each month (or if
such first day is not a business day, on the business day immediately preceding
such first day) until the earlier of (i) the consummation of a business
combination, and (ii) August 4, 2023 (or any earlier date of termination,
dissolution or winding up of the Company in accordance with its Memorandum and
Articles of Association or as otherwise determined in the sole discretion of the
Company's board of directors) (the earlier of (i) and (ii), the "Maturity
Date"). The Promissory Note will not bear any interest, and will be repayable by
the Company to the Sponsor upon the Maturity Date. The funds in the Company's
trust account remain invested in U.S. government treasury obligations with a
maturity of 185 days or less or in money market funds investing solely in U.S.
government treasury obligations. The Maturity Date may be accelerated upon the
occurrence of an "Event of Default" (as defined in the Promissory Note). Any
outstanding principal under the Promissory Note may be prepaid at any time by
the Company, at its election and without penalty.
The foregoing description of the Promissory Note does not purport to be complete
and is qualified in its entirety by the terms and conditions of the Promissory
Note, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information disclosed under Item 1.01 of this Current Report on Form 8-K
(this "Current Report") is incorporated by reference into this Item 2.03 to the
extent required herein.
Item 8.01 Other Events.
The information disclosed under Item 1.01 of this Current Report is incorporated
by reference into this Item 8.01 to the extent required herein.
As previously disclosed, the Company has called the Shareholder Meeting at which
shareholders will be asked to vote on the following proposals: (1) the Extension
Amendment Proposal; (2) to amend the Memorandum and Articles of Association to
delete: (A) the limitation on share repurchases prior to the consummation of a
business combination that would cause the Company's net tangible assets to be
less than $5,000,001 following such repurchases; (B) the limitation that the
Company shall not consummate a business combination if it would cause the
Company's net tangible assets to be less than $5,000,001; and (C) the limitation
that the Company shall not redeem Class A ordinary share that would cause the
Company's net tangible assets to be less than $5,000,001 following such
redemptions (the "Redemption Limitation Amendment Proposal"); and (3) to adjourn
the Shareholder Meeting to a later date or dates, if necessary, to permit
further solicitation and vote of proxies if, based upon the tabulated vote at
the time of the Shareholder Meeting, there are insufficient Class A ordinary
shares and Class B ordinary shares, par value $0.0001 per share, in the capital
of the Company represented (either in person or by proxy) to constitute a quorum
necessary to conduct business at the Shareholder Meeting to approve the
Extension Amendment Proposal and the Redemption Limitation Amendment Proposal.
On January 26, 2023, the Company issued a press release announcing entry into
the Promissory Note and the Contributions, a copy of which is attached as
Exhibit 99.1 to this Current Report and incorporated herein by reference.
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Additional Information and Where to Find It
On December 21, 2022, AAC filed a definitive proxy statement with the Securities
and Exchange Commission (the "SEC") in connection with its solicitation of
proxies for the Shareholder Meeting. AAC filed supplements to the definitive
proxy statement with the SEC on January 3, 2023 and January 18, 2023. In
connection with the business combination (the "Business Combination") with
X-Energy Reactor Company, LLC ("X-energy"), AAC has filed a registration
statement on Form S-4 (the "Registration Statement") with the SEC, which
includes a preliminary proxy statement/prospectus to be distributed to holders
of AAC's ordinary shares in connection with AAC's solicitation of proxies for
the vote by AAC's shareholders with respect to the Business Combination and
other matters as described in the Registration Statement, as well as a
prospectus relating to the offer of securities to be issued to X-energy equity
holders in connection with the Business Combination. After the Registration
Statement has been declared effective, AAC will mail a copy of the definitive
proxy statement/prospectus, when available, to its shareholders. The
Registration Statement includes information regarding the persons who may, under
the SEC rules, be deemed participants in the solicitation of proxies to AAC's
shareholders in connection with the Business Combination. AAC will also file
other documents regarding the Business Combination with the SEC. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND
X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY
STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED
OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION
AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE BUSINESS COMBINATION.
Investors and security holders will be able to obtain free copies of the
Registration Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by AAC through the website
maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC
may be obtained free of charge from AAC's website at
www.aresacquisitioncorporation.com or by written request to AAC at Ares
Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.
Forward-Looking Statements
This Current Report contains certain forward-looking statements within the
meaning of the federal securities laws with respect to the Contributions and the
Business Combination, including statements regarding the benefits of the
Business Combination, the anticipated timing of the Business Combination, the
markets in which X-energy operates and X-energy's projected future results.
X-energy's actual results may differ from its expectations, estimates and
projections (which, in part, are based on certain assumptions) and consequently,
you should not rely on these forward-looking statements as predictions of future
events. Words such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "continue," and similar expressions are intended to
identify such forward-looking statements. Although these forward-looking
statements are based on assumptions that X-energy and AAC believe are
reasonable, these assumptions may be incorrect. These forward-looking statements
also involve significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. Factors that may cause
such differences include, but are not limited to: (1) the outcome of any legal
proceedings that may be instituted in connection with any proposed business
combination; (2) the inability to complete any proposed business combination or
related transactions, including as a result of redemptions or the failure by
shareholders to adopt the Extension Amendment Proposal; (3) inability to raise
sufficient capital to fund our business plan, including limitations on the
amount of capital raised in any proposed business combination as a result of
redemptions or otherwise; (4) delays in obtaining, adverse conditions contained
in, or the inability to obtain necessary regulatory approvals or complete
regulatory reviews required to complete any business combination; (5) the risk
that any proposed business combination disrupts current plans and operations;
(6) the inability to recognize the anticipated benefits of any proposed business
combination, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain key employees; (7) costs
related to the proposed business combination; (8) changes in the applicable laws
or regulations; (9) the possibility that X-energy may be adversely affected by
other economic, business, and/or competitive factors; (10) the ongoing impact of
the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of
the conflict in Russia and Ukraine and rising levels of inflation and interest
rates; (12) the ability of X-energy to obtain regulatory approvals necessary for
it to deploy its small modular reactors in the United States and abroad;
(13) whether government funding and/or demand for high assay low enriched
uranium for government or commercial uses will materialize or continue; (14) the
impact and potential extended duration of the current supply/demand imbalance in
the market for low enriched uranium; (15) X-energy's business with various
governmental entities is subject to the policies, priorities, regulations,
mandates and funding levels of such governmental entities and may be negatively
or positively impacted by any change thereto; (16) X-energy's limited operating
history makes it difficult to evaluate its future prospects and the risks and
challenges it may encounter; and (17) other risks and uncertainties separately
provided to you and indicated from time to time described in filings and
potential filings by X-energy, AAC or X-energy, Inc. with the SEC.
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The foregoing list of factors is not exhaustive. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by investors as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" section of AAC's Annual Report on Form 10-K, its
subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus
related to the transaction, when it becomes available, and other documents filed
(or to be filed) by AAC from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements. These risks and uncertainties may be amplified by
the conflict between Russia and Ukraine, rising levels of inflation and interest
rates and the ongoing COVID-19 pandemic, which have caused significant economic
uncertainty. Forward-looking statements speak only as of the date they are made.
Investors are cautioned not to put undue reliance on forward-looking statements,
and X-energy and AAC assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new information, future
events, or otherwise, except as required by securities and other applicable
laws.
No Offer or Solicitation
This Current Report is for informational purposes only and is neither an offer
to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any
securities or the solicitation of any vote in any jurisdiction pursuant to the
Business Combination or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Participants in the Solicitation
AAC and certain of its directors and executive officers may be deemed to be
participants in the solicitation of proxies from AAC 's shareholders, in favor
of the approval of the proposed transaction. For information regarding AAC's
directors and executive officers, please see AAC's Annual Report on Form 10-K,
its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or
to be filed) by AAC from time to time with the SEC. Additional information
regarding the interests of those participants and other persons who may be
deemed participants in the Business Combination may be obtained by reading the
registration statement and the proxy statement/prospectus and other relevant
documents filed with the SEC when they become available. Free copies of these
documents may be obtained as described in the preceding paragraph.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Title
10.1 Promissory Note, dated as of January 26, 2023, by and between Ares
Acquisition Corporation and Ares Acquisition Holdings LP.
99.1 Press Release, dated January 26, 2023.
104 Cover Page Interactive Data File.
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