BUSINESS OF AAC AND CERTAIN INFORMATION ABOUT AAC
Unless the context otherwise requires, all references in this section to AAC, we, our, or us
refer to Ares Acquisition Corporation.
We are a blank check company formed on January 24, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have neither engaged in any operations nor generated any revenue to date. Based on AACs business activities, AAC is a
shell company as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash, stock and debt.
Initial Public Offering and Private Placement
In January 2020, AAC was formed by our Sponsor. As of June 30, 2023, our Sponsor owned 24,850,000 of the 25,000,000 Class B
Ordinary Shares outstanding.
On February 4, 2021, we consummated the initial public offering of 100,000,000 Units, including
13,000,000 additional Units to cover over-allotments. The Units sold in the initial public offering were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $1.0 billion, and incurring offering costs of
approximately $55.9 million, of which $35.0 million was for deferred underwriting commissions. Each Unit consists of one Class A Ordinary Share, and one-fifth of one warrant. Each whole warrant
entitles the holder of such warrant to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to certain adjustments.
Simultaneous with the consummation of the initial public offering, we consummated the private placement of an aggregate of 15,333,333,
including 1,733,333 additional Private Placement Warrants to cover over-allotments, each exercisable to purchase one AAC Class A Ordinary Shares for $11.50 per share, to our Sponsor at a price of $1.50 per Private Placement Warrant, generating
total proceeds of $23.0 million. Of the gross proceeds received from the initial public offering and the Private Placement Warrants, $1.0 billion was placed in the Trust Account. Each whole Private Placement Warrant entitles the holder of
such Private Placement Warrant to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to certain adjustments.
Beginning March 25, 2021, holders of the Units could elect to separately trade the Class A Ordinary Shares and the warrants included
in the Units. Those Units not separated continue to trade on the NYSE under the symbol AAC.U and the Class A Ordinary Shares and warrants that are separated trade under the symbols AAC and AAC WS,
initial public offering prospectus and amended and restated memorandum and articles of association provided that we had until February 4, 2023 (the date which was 24 months after the consummation of the initial public offering) to complete an
initial business combination. On February 2, 2023, we held an extraordinary general meeting of shareholders, and our shareholders voted to approve a proposal to amend our amended and restated memorandum and articles of association to extend the
date by which we have to consummate an initial business combination from February 4, 2023 to August 4, 2023, or such earlier date as the Board may approve in accordance with the Memorandum and Articles of Association (the First
Extension). In connection with the approval of the First Extension, AAC shareholders elected to redeem an aggregate of 53,002,919 Ordinary Shares, for which we paid cash from the Trust Account in the aggregate amount of approximately
$539.0 million (approximately $10.17 per share) to redeeming shareholders. On August 1, 2023, we held an extraordinary general meeting of shareholders, and our shareholders voted to approve a proposal to further amend the