SecProbe.io

745 Seventh Avenue
 New York, NY 10019
 United States

29225864V2
June 29, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
 Re:  Ares Acquisition Corp. - Registration No. 333 -269400

To whom it may concern:
Barclays  Capital Inc. (“Barclays”)  was informed that Ares Acquisition Corp. (the “Company”)  intends
to pursue a business combination with X-Energy Reactor Company, LLC  or one of its affiliate(s) (the
“Target”) (the “Business Combination”).  Barclays has not been engaged by the Company, the sponsor
or the Target regarding the Business Combination.  However, because Barclays served as  one of  the
Company’s underwriter s on its initial  public offering (the “IPO”), Barclays will be entitled to its  portion
of the  back-end fee if the Business Combination is consummated.

UBS Securities LLC, Citigroup Global Markets Inc., in each case, as representatives of the several
underwriters, previou sly entered into an underwriting agreement, dated February 1 , 2021 (the
“Underwriting Agreement”) related to the Company’s IPO  that entitles  Barclays to a portion of the
Deferred Discount (as defined in the Underwriting Agreement) .  Barclays informed the C ompany that
it has waived any rights it has to the Deferred Discount solely as it relates to the Business
Combination.  A copy of that waiver letter is enclosed.
A registration statement for the Business Combination has been filed  with the  Securities and
Exchange Commission  but has not yet been declared effective as of the date of this letter.
This letter is to advise you that, effective as of June 29 , 2023 Barclays (i) waived  any Deferred
Discount solely with respect to the Business Combination and (ii) has resigned from, or ceased or
refused to act in, every capacity and relationship in which we may be  described in any registration
statement with respect to the Business Combin ation as acting or agreeing to act (including, without
limitation, any capacity or relationship (A) required to be described under Paragraph (5) of Schedule
A (15 U.S.C. 77aa ) or (B) for which consent is required under Section 7 of the Securities Act  of 1933,
as amended (the “Securities Act”) ) with respect to the Business Combination .

Therefore, we hereby advise you and the Company , that pursuant to Section 11(b)(1) of the
Securities Act, that none of our firm, any person who controls it (within the meanin g of either Section
15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended) or any of
its affiliates (within the meaning of Rule 405 under the Securities Act) will be responsible for any part
of the registration statement  with respect to the Business Combination . This notice is not intended to
constitute an acknowledgment or admission that we have been or are an underwriter (within the
meaning of Section 2(a)(11) of the Securities Act or the rules and regulations promulgat ed
thereunder) with respect to the Business Combination .

 Sincerely,
 BARCLAYS CAPITAL INC.

 By:  ______________________________________
 Name:  Ted Iantuono
 Title:  Managing Director

Enclosed: Clie nt waiver letter dated June 29, 2023