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SEC Comment Letter 0000000000-23-007944 to Ares Acquisition Corp (CIK 0001829432)

Ares Acquisition Corp (CIK 0001829432)
Date: July 25, 2023 · CIK: 0001829432 · Accession: 0000000000-23-007944

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File numbers found in text: 333-269400

Date
July 21, 2023
Author
MORGAN STANLEY & CO. LLC
Form
UPLOAD
Company
Ares Acquisition Corp (CIK 0001829432)

Letter

Re: Registration Statement on Form S -4 (Registration No. 333-269400 )

July 21, 2023

Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

Ares Acquisition Corp oration 245 Park Avenue, 44th Floor New York, NY 10167

To whom it may concern :

Reference is made to the above -referenced registration statement (the “ Registration Statement ”) of Ares Acquisition Corporation (the “ Issuer ”) under the Securities Act of 1933, as amended (the “ Securities Act ”) with respect to a proposed business combination involving a merger, consolidation, exchange of securities, acquisition of assets, or similar transaction involving the Issuer and X -Energy Reactor Company, LLC or one of its affiliate(s) (the “ Transaction ”). The Registration Statement has not yet been declared effective as of the date of this letter.

Pursuant to the underwriting agreement, dated February 1, 2021 (the “ Underwriting Agreement ”), by and among UBS Securities LLC, Citigroup Global Markets Inc, in each case as representatives of the several underwriters named in Schedule I therein (the “Underwriters ”), and the Issuer, the Issuer agreed to pay the Underwriters a deferred underwriting commission of $0.35 per one of the Issuer’s Class A ordinary shares, par value $0.0001 per share (the “ Ordinary Shares ”), and one -third of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share, purchased under the Underwriting Agreement (the “ IPO Deferred Underwriting Discount”). This letter is to advise you that notwithstanding the fact that our firm has had and will have no involvement in the Transaction or the Registration Statement, our firm has (i) effective as of the date hereof, waived its rights under the Underwriti ng Agreement to receive the IPO Deferred Underwriting Discount and (ii) refused to act in every office, capacity and /or relationship in which we may be described , if at all, in the Registration Statement as acting or agreeing to act (including, without li mitation, any capacity or relationship (A) required to be described under Paragraph 5 of Schedule A of the Securities Act (15 U.S.C. 77aa) or (B) for which consent is required under Section 7 of the Securities Act) with respect to the Transaction.

Theref ore, we hereby advise you and the Issuer, pursuant to Section 11(b)(1) of the Securities Act, that none of our firm, any person who controls it (within the meaning 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. This notice

is not intended to constitute an acknowledgment or admission that we have been o r are an underwriter (within the meaning of Section 2(a)(11) of the Securities Act or the rules and regulations promulgated thereunder) with respect to the Transaction.

Very truly yours,
MORGAN STANLEY & CO. LLC

Show Raw Text
July 21, 2023

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Ares Acquisition Corp oration
245 Park Avenue, 44th Floor
New York, NY 10167

 Re: Registration Statement on Form S -4 (Registration No. 333-269400 )

To whom it may concern :

Reference is made to the above -referenced registration statement (the “ Registration
Statement ”) of Ares Acquisition Corporation  (the “ Issuer ”) under the Securities Act of
1933, as amended (the “ Securities Act ”) with respect to a proposed business combination
involving a merger, consolidation, exchange of securities, acquisition of assets, or similar
transaction involving the Issuer and X -Energy Reactor Company, LLC or one of its
affiliate(s) (the “ Transaction ”). The Registration Statement has not yet been declared
effective as of the date of this letter.

Pursuant to the underwriting agreement, dated February 1, 2021 (the “ Underwriting
Agreement ”), by and among UBS Securities LLC, Citigroup Global Markets Inc, in each
case as representatives of the several underwriters  named in Schedule I therein (the
“Underwriters ”), and the Issuer, the Issuer agreed to pay the Underwriters a deferred
underwriting commission of $0.35 per one of the Issuer’s Class A ordinary shares, par
value $0.0001 per share (the “ Ordinary Shares ”), and one -third of one warrant, where each
whole warrant entitles the holder to purchase one Ordinary Share, purchased under the
Underwriting Agreement (the “ IPO Deferred Underwriting Discount”). This letter is to
advise you that  notwithstanding the fact that our firm has had and will have  no involvement
in the Transaction or the Registration Statement, our firm has (i) effective as of the date
hereof,  waived its rights  under the Underwriti ng Agreement  to receive the IPO Deferred
Underwriting Discount and (ii) refused to act in every office, capacity and /or relationship
in which we may  be described , if at all,   in the Registration Statement as acting or agreeing
to act (including, without li mitation, any capacity or relationship (A) required to be
described under Paragraph 5 of Schedule A of the Securities Act (15 U.S.C. 77aa)  or (B)
for which consent is required under Section 7 of the Securities Act) with respect to the
Transaction.

 Theref ore, we hereby advise you and the Issuer, pursuant to Section 11(b)(1) of the
Securities Act, that none of our firm, any person who controls it (within the meaning 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. This notice

 is not intended to constitute an acknowledgment or admission that we have been o r are an
underwriter (within the meaning of Section 2(a)(11) of the Securities Act or the rules and
regulations promulgated thereunder) with respect to the Transaction.

     Very truly yours,

     MORGAN STANLEY & CO. LLC

     By:____________ ____________________
          Name:  Aden Pavkov
          Title:  Managing Director