SEC Comment Letter 0000000000-23-006820 to Ares Acquisition Corp (CIK 0001829432)
Ares Acquisition Corp (CIK 0001829432)
Date: June 27, 2023 · CIK: 0001829432 · Accession: 0000000000-23-006820
AI Filing Summary & Sentiment
File numbers found in text: 333-269400
Letter
United States securities and exchange commission logo June 27, 2023 Anton Feingold Corporate Secretary Ares Acquisition Corp 245 Park Avenue, 44th Floor New York, New York 10167 Re:Ares Acquisition Corp Amendment No. 2 to Registration Statement on Form S-4 Filed June 12, 2023 File No. 333-269400 Dear Anton Feingold: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our April 10, 2023, letter. Amendment No. 2 to Registration Statement on Form S-4 Unaudited Pro forma Condensed Combined Financial Information Accounting for the Business Combination, page 206 1.We note your response to prior comment 2. As you noted on page 201, the pro forma financial information presents the combination of the financial information of AAC and X-energy. Since AAC and X-Energy are not under common control prior to the business combination, it continues to appear that the transaction should not be accounted for as a transaction of entities under common control. Please revise accordingly.
FirstName LastNameAnton Feingold Comapany NameAres Acquisition Corp June 27, 2023 Page 2 FirstName LastName Anton Feingold Ares Acquisition Corp June 27, 2023 Page 2 Adjustment L, page 214 2.The net assets and the adjustment amounts disclosed here do not appear to agree with the amounts presented on your pro forma balance sheet. Please revise to resolve the inconsistencies. Ares Acquisition Corporation Unaudited Financial Statements, page F-25 3.We note that in connection with the approval of the Extension in February 2023, shareholders elected to redeem an aggregate of 53,002,919 Class A ordinary shares, which has been reflected in the AAC’s March 31, 2023 historical financial statements. We also note that the Sponsor forfeited and reduced their holdings of AAC Class B Ordinary Shares from 25,000,000 to 13,957,759 shares as a result of the redemptions by the AAC shareholders in connection with the approval of the First Extension. However, such forfeiture by the Sponsor does not appear to be reflected in the AAC’s interim historical financial statements. Please revise to reflect the forfeiture or explain why you do not believe any revision is required. X-Energy Reactor Company, LLC Note 7 - Debt, page F-96 4.In response to our prior comment 22 issued on February 22, 2023, you indicated that X- energy is in the process of converting all existing C-1 Notes to C-2 Notes, which is expected to occur prior to the next filing. Please revise to provide details of this conversion, including when it occurred or is expected to occur. In this regard, please tell us what consideration was given to reflecting this transaction in your pro forma financial information. Exhibits 5.Please file your joint development agreement with Dow or tell us why you are not required to do so. General 6.Please tell us, with a view to disclosure, whether you have received notice from the underwriter or any other firm engaged in connection with AAC’s initial public offering about ceasing involvement in your transaction and how that may impact your deal, including the deferred underwriting compensation owed for AAC’s initial public offering. You may contact Eiko Yaoita Pyles at 202-551-3587 or Kevin Stertzel at 202-551- 3723 if you have questions regarding comments on the financial statements and related matters. Please contact Eranga Dias at 202-551-8107 or Evan Ewing at 202-551-5920 with any other questions.
FirstName LastNameAnton Feingold Comapany NameAres Acquisition Corp June 27, 2023 Page 3 FirstName LastName Anton Feingold Ares Acquisition Corp June 27, 2023 Page 3 Sincerely, Division of Corporation Finance Office of Manufacturing
Show Raw Text
United States securities and exchange commission logo
June 27, 2023
Anton Feingold
Corporate Secretary
Ares Acquisition Corp
245 Park Avenue, 44th Floor
New York, New York 10167
Re:Ares Acquisition Corp
Amendment No. 2 to Registration Statement on Form S-4
Filed June 12, 2023
File No. 333-269400
Dear Anton Feingold:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our April 10, 2023, letter.
Amendment No. 2 to Registration Statement on Form S-4
Unaudited Pro forma Condensed Combined Financial Information
Accounting for the Business Combination, page 206
1.We note your response to prior comment 2. As you noted on page 201, the pro forma
financial information presents the combination of the financial information of AAC and
X-energy. Since AAC and X-Energy are not under common control prior to the business
combination, it continues to appear that the transaction should not be accounted for as a
transaction of entities under common control. Please revise accordingly.
FirstName LastNameAnton Feingold
Comapany NameAres Acquisition Corp
June 27, 2023 Page 2
FirstName LastName
Anton Feingold
Ares Acquisition Corp
June 27, 2023
Page 2
Adjustment L, page 214
2.The net assets and the adjustment amounts disclosed here do not appear to agree with the
amounts presented on your pro forma balance sheet. Please revise to resolve the
inconsistencies.
Ares Acquisition Corporation
Unaudited Financial Statements, page F-25
3.We note that in connection with the approval of the Extension in February 2023,
shareholders elected to redeem an aggregate of 53,002,919 Class A ordinary shares, which
has been reflected in the AAC’s March 31, 2023 historical financial statements. We also
note that the Sponsor forfeited and reduced their holdings of AAC Class B Ordinary
Shares from 25,000,000 to 13,957,759 shares as a result of the redemptions by the AAC
shareholders in connection with the approval of the First Extension. However, such
forfeiture by the Sponsor does not appear to be reflected in the AAC’s interim historical
financial statements. Please revise to reflect the forfeiture or explain why you do not
believe any revision is required.
X-Energy Reactor Company, LLC
Note 7 - Debt, page F-96
4.In response to our prior comment 22 issued on February 22, 2023, you indicated that X-
energy is in the process of converting all existing C-1 Notes to C-2 Notes, which is
expected to occur prior to the next filing. Please revise to provide details of this
conversion, including when it occurred or is expected to occur. In this regard, please tell
us what consideration was given to reflecting this transaction in your pro forma financial
information.
Exhibits
5.Please file your joint development agreement with Dow or tell us why you are not
required to do so.
General
6.Please tell us, with a view to disclosure, whether you have received notice from the
underwriter or any other firm engaged in connection with AAC’s initial public offering
about ceasing involvement in your transaction and how that may impact your deal,
including the deferred underwriting compensation owed for AAC’s initial public offering.
You may contact Eiko Yaoita Pyles at 202-551-3587 or Kevin Stertzel at 202-551-
3723 if you have questions regarding comments on the financial statements and related
matters. Please contact Eranga Dias at 202-551-8107 or Evan Ewing at 202-551-5920 with any
other questions.
FirstName LastNameAnton Feingold
Comapany NameAres Acquisition Corp
June 27, 2023 Page 3
FirstName LastName
Anton Feingold
Ares Acquisition Corp
June 27, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Manufacturing