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
Ares Acquisition Corporation (NYSE: “AAC.U”, “AAC”, “AAC WS”)
(“AAC” or the “Company”) announced today that the Company’s
sponsor, Ares Acquisition Holdings LP (the “Sponsor”), will make monthly deposits directly to
the Company’s trust account of $0.03 for each outstanding Class A
ordinary share, par value $0.0001 per share, of the Company, up to
a maximum of $1.2 million per month (each deposit, a “Contribution”), in exchange for a non-interest
bearing, unsecured promissory note (the “Promissory Note”) issued by the Company to the
Sponsor following the approval and implementation of the Extension
Amendment Proposal (as defined below) on the terms described below.
This announcement is being made in anticipation of the Company’s
extraordinary general meeting to be held at 9:30 a.m., Eastern
Time, on February 2, 2023 (the “Shareholder
Meeting”) at which 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 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). In exchange for such Contributions, the Sponsor shall
receive the Promissory Note from the Company in the amount of the
total Contributions. The Promissory Note is expected to be settled
in cash at the closing of the Company’s business combination. 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.
If shareholders have any questions or need assistance please
call the Company’s proxy solicitor, Morrow Sodali LLC, at (800)
662-5200 (toll free) or banks and brokers can call collect at (203)
658-9400, or by e-mailing AAC.info@investor.morrowsodali.com.
About Ares Acquisition Corporation
Ares Acquisition Corporation (NYSE: AAC) is a special purpose
acquisition company (SPAC) affiliated with Ares Management
Corporation, formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination. AAC is seeking to pursue an initial
business combination target in any industry or sector in North
America, Europe or Asia. For more information about AAC, please
visit www.aresacquisitioncorporation.com.
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 press release 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.
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 press release 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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version on businesswire.com: https://www.businesswire.com/news/home/20230126005516/en/
INVESTOR RELATIONS CONTACT
Ares Acquisition Corporation
Investors: Carl Drake and Greg Mason +1-888-818-5298
IR@AresAcquisitionCorporation.com
Media: Jacob Silber +1-212-301-0376 or Brittany Cash
+1-212-301-0347 media@aresmgmt.com
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