SEC Comment Letter 0000000000-23-011038 to Ares Acquisition Corp (CIK 0001829432)
Ares Acquisition Corp (CIK 0001829432)
Date: Oct. 6, 2023 · CIK: 0001829432 · Accession: 0000000000-23-011038
AI Filing Summary & Sentiment
File numbers found in text: 333-269400
Letter
United States securities and exchange commission logo October 6, 2023 Anton Feingold Corporate Secretary Ares Acquisition Corp 245 Park Avenue, 44th Floor New York, New York 10167 Re:Ares Acquisition Corp Amendment No. 5 to Registration Statement on Form S-4 Filed September 22, 2023 File No. 333-269400 Dear Anton Feingold: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Amendment No. 5 to Registration Statement on Form S-4 Unaudited Pro Forma Condensed Combined Financial Information Note 2. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet Adjustment C, page 227 1.We note that you did not classify the Series A Preferred Stock as a liability pursuant to ASC 480, as you state it is convertible into a fixed number of shares, among other factors. However, your disclosure on page 220 states that the Conversion Price will automatically reset upon the Reset Date to be equal to the lower of (x) the initial Conversion Price and (y) the higher of (A) $7.00 or (B) the volume-weighted average price of the Class A Common Stock for the 365 day period ending on the trading day immediately preceding the Reset Date. Please revise your disclosure to correct this inconsistency or otherwise provide us with your analysis for not classifying the preferred stock as a liability pursuant to ASC 480.
FirstName LastNameAnton Feingold Comapany NameAres Acquisition Corp October 6, 2023 Page 2 FirstName LastName Anton Feingold Ares Acquisition Corp October 6, 2023 Page 2 2.We note that the New X-Energy may convert all (but not less than all) of the then- outstanding shares of Series A Preferred Stock into shares of New X-energy Class A Common Stock when certain conditions are met. Please tell us how you accounted for this embedded feature. In this regard, please include a discussion of your basis for bifurcating or not bifurcating this feature from the Series A Preferred Stock including the authoritative accounting guidance which supports your conclusion. Adjustment Q, page 229 3.Your disclosures indicate that the consummation of the Business Combination Agreement is conditioned upon the satisfaction or waiver by the parties to the Business Combination Agreement of certain customary closing conditions, including the Available Closing Cash being no less than an amount (not less than zero) equal to (a) $120,000,000 minus (b) the aggregate amounts actually funded in connection with any Permitted Financing (e.g., page 6). Please prominently disclose whether you would be able to meet the minimum cash condition under the maximum redemption scenario. It is unclear why you have omitted the capital raised from the Series C-2 and PIPE investors from your pro forma presentation. If your alternative sources of financing are not firmly committed, please revise your pro forma financial statements to reflect the maximum number of shares that could be redeemed without violating the minimum cash condition. Please 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. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
October 6, 2023
Anton Feingold
Corporate Secretary
Ares Acquisition Corp
245 Park Avenue, 44th Floor
New York, New York 10167
Re:Ares Acquisition Corp
Amendment No. 5 to Registration Statement on Form S-4
Filed September 22, 2023
File No. 333-269400
Dear Anton Feingold:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 5 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Consolidated
Combined Balance Sheet
Adjustment C, page 227
1.We note that you did not classify the Series A Preferred Stock as a liability pursuant to
ASC 480, as you state it is convertible into a fixed number of shares, among other factors.
However, your disclosure on page 220 states that the Conversion Price will automatically
reset upon the Reset Date to be equal to the lower of (x) the initial Conversion Price and
(y) the higher of (A) $7.00 or (B) the volume-weighted average price of the Class A
Common Stock for the 365 day period ending on the trading day immediately preceding
the Reset Date. Please revise your disclosure to correct this inconsistency or
otherwise provide us with your analysis for not classifying the preferred stock as a
liability pursuant to ASC 480.
FirstName LastNameAnton Feingold
Comapany NameAres Acquisition Corp
October 6, 2023 Page 2
FirstName LastName
Anton Feingold
Ares Acquisition Corp
October 6, 2023
Page 2
2.We note that the New X-Energy may convert all (but not less than all) of the then-
outstanding shares of Series A Preferred Stock into shares of New X-energy Class A
Common Stock when certain conditions are met. Please tell us how you accounted for
this embedded feature. In this regard, please include a discussion of your basis for
bifurcating or not bifurcating this feature from the Series A Preferred Stock including the
authoritative accounting guidance which supports your conclusion.
Adjustment Q, page 229
3.Your disclosures indicate that the consummation of the Business Combination Agreement
is conditioned upon the satisfaction or waiver by the parties to the Business Combination
Agreement of certain customary closing conditions, including the Available Closing Cash
being no less than an amount (not less than zero) equal to (a) $120,000,000 minus (b) the
aggregate amounts actually funded in connection with any Permitted Financing (e.g., page
6). Please prominently disclose whether you would be able to meet the minimum cash
condition under the maximum redemption scenario. It is unclear why you have omitted
the capital raised from the Series C-2 and PIPE investors from your pro forma
presentation. If your alternative sources of financing are not firmly committed, please
revise your pro forma financial statements to reflect the maximum number of shares that
could be redeemed without violating the minimum cash condition.
Please 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing