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Ares Acquisition Corporation

245 Park Avenue, 44th
Floor

New York, NY 10167

March 24, 2023

VIA EDGAR

  Attention:
  Eiko Yaoita Pyles

Kevin Stertzel

Eranga Dias

Evan Ewing

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

 Re: Ares Acquisition Corporation

Draft Registration Statement on Form S-4

Filed January 25, 2023

File No. 333-269400

Ladies and Gentlemen:

Set forth below are the responses of
Ares Acquisition Corporation (referred to herein as “we” or the “Company”) to comments
received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) by letter dated February 22, 2023 with respect to the Company’s Registration
Statement on Form S-4 (File No. 333-269400), initially filed with the Commission on January 25, 2023 (the “Registration Statement”).

Concurrent with the submission of this letter,
we are submitting an Amended Registration Statement on Form S-4 (the “Amended Registration Statement”).

For your convenience, each response is prefaced
by the exact text of the Staff’s corresponding comment. All references to page numbers and captions in the responses correspond
to the Amended Registration Statement unless otherwise specified.

Draft Registration Statement on Form S-4 Filed January 25, 2023

Cover Page

 1. The discussion of the risks related to your Up-C structure, the Tax Receivable Agreement and the
resulting redirection of cash flows to the pre-business combination owners should be enhanced and given more prominence in your prospectus.
Please revise your prospectus cover page to disclose that the TRA confers significant economic benefits to the pre-business combination
owners, redirects cash flows to the TRA participants at the expense of the rest of your shareholders, and materially affects your liquidity.
Please ensure that your revised disclosure states clearly that you expect the payments to be substantial and that the arrangement will
reduce the cash provided by the tax savings that would otherwise have been available to you for other uses. Because the arrangement could
be considered a windfall for the pre-business combination owners, your disclosure should quantify the range of payments associated with
agreement.

RESPONSE: The Company acknowledges
the Staff’s comment and has revised the disclosure on the cover page of the Amended Registration Statement.

Market and Industry Data, page xii

 2. We note your disclosure that you obtained some of the market and industry data included in the
registration statement from various third-party sources and that you have not independently verified this information. This statement
appears to imply a disclaimer of responsibility for this information in the registration statement. Please either revise this section
to remove such implication or specifically state that you are liable for all information in the registration statement.

RESPONSE: The Company acknowledges
the Staff’s comment and has revised the disclosure on page xii of the Amended Registration Statement.

Summary of the Proxy Statement/Prospectus, page 1

 3. Please revise this section to clearly describe each of the securities that will be outstanding
post-business combination, including the voting rights of each security. Additionally, revise to disclose, if material, any conflicts
of interest, economic differences or potential economic differences between the securities, including the OpCo common units, and the risks
that such differences pose to public stockholders.

RESPONSE: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 2 of the Amended Registration Statement.

 4. Please disclose the total combined voting power of the X-energy Founder post-business combination.

RESPONSE: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 2 of the Amended Registration Statement.

 5. Please revise this section to quantify the aggregate dollar amount and describe the nature of what
the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities
held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.

RESPONSE: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 16 through 18 of the Amended Registration Statement.

We will depend on pre-sales revenue to fund our demonstration, corporate
growth and commercial development..., page 39

 6. We note your disclosure that you have previously experienced delays and/or other complications
in the design, manufacture, production and delivery of the Xe-100 and related technology, such as the TRISO-X Fuel Fabrication Facility.
Please revise to identify the reasons for those delays and disclose how your business has been affected.

RESPONSE: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 43 of the Amended Registration Statement.

We are subject to information technology and cyber security threats...,
page 48

 7. Please describe the extent and nature of the role of the board of directors in overseeing cybersecurity
risks, including in connection with the company’s supply chain/suppliers/service providers.

RESPONSE: The Company acknowledges
the Staff’s comment and has revised the disclosure on pages 52 and 53 of the Amended Registration Statement.

Summary of Financial Analysis, page 131

 8. We note that Ocean Tomo reviewed prospective financial information and forecasted unlevered cash
flows of X-energy for fiscal year 2022 through fiscal year 2036 in connection with the preparation of its fairness opinion. Please clarify
whether the AAC board, Special Committee or Ocean Tomo reviewed projected or prospective financial information of X-Energy in connection
with the Business Combination in addition to the Unit Economic information provided on pages 147 through 151. If so, please revise to include
those projections and disclose all material assumptions and estimates underlying those projections.

RESPONSE: We confirm that the Amended
Registration Statement includes all projected or prospective financial information of X-energy reviewed by the AAC Board and Special
Committee in connection with the Business Combination.

We further advise the Staff that
the Amended Registration Statement includes all information that Ocean Tomo reviewed in developing the analyses supporting its fairness
opinion. The analyses utilized by Ocean Tomo in rendering its fairness opinion were the discounted cash flow analysis and the market
approach analysis. Both of these analyses were developed by Ocean Tomo based on the unit economics information disclosed in the Amended
Registration Statement and applying the related assumptions disclosed in the Amended Registration Statement and Ocean Tomo’s industry
expertise. In preparing its discounted cash flow analysis, Ocean Tomo developed the forecasted unlevered cash flows of X-energy for the
fiscal years ending 2022 through 2036 discussed in the Amended Registration Statement based on the unit economics information. In response
to the Staff’s comment, the Company has revised the disclosure on page 140 of the Amended Registration Statement to clarify that
the forecasted unlevered cash flows of X-energy that Ocean Tomo reviewed as part of its discounted cash flow analysis were developed
by Ocean Tomo based on the unit economics information. Similarly, the projected financial information that Ocean Tomo reviewed in developing
its analyses was the unit economics information and related assumptions.

We further advise that while
Ocean Tomo had access to materials provided by X-energy and other sources in connection with the preparation of its fairness
opinion, Ocean Tomo relied on the unit economics information and not on these other materials in connection with the development of
its discounted cash flow and market approach analyses. In response to the Staff’s comment, in its discussion of the process
undertaken by Ocean Tomo, the Company has included a summary of the material assumptions underlying the unit economics information
on page 140 of the Amended Registration Statement, as more fully described under “The Business Combination
Proposal—Unit Economics Information” on pages 147 through 151.

 9. We note your disclosure that Ocean Tomo's opinion was furnished "solely for the use and benefit
of the Special Committee in connection with assessing the fairness of the Purchase Price." We also note the language in the fairness
opinion itself on page N-1 which states that the fairness opinion is “furnished solely for the use and benefit of the Directors[.]”
As written these statements may be construed as disclaimers of any potential liability Ocean Tomo may owe to security holders. Please
either revise this disclosure and the fairness opinion itself to remove these statements or provide the legal basis for the company's
and the advisor's belief that security holders cannot rely on the opinion to bring state law actions, including a description of any state
law authority on such a defense. If no such authority exists, please disclose that the issue will be resolved by a court, resolution of
the issue will have no effect on rights and responsibilities of the board under state law, and the availability of this defense has no
effect on the rights and responsibilities of either the advisor or the board under the federal securities laws.

RESPONSE: In response to
the Staff’s comment, Ocean Tomo has advised the Company that its engagement letter with the Special Committee does not create any
contractual relationship with the shareholders of the Company. See Joyce v. Morgan Stanley, 538 F.3d 797 (7th Cir. 2008) in which the
7th Circuit dismissed state law claims by target shareholders against the target company’s financial advisor arising out of the
inclusion of a fairness opinion in a merger proxy statement holding that, under the terms of the financial advisor’s engagement
letter, no contractual or extra-contractual duties to shareholders arose. The court there stated that “…we see no way that
the Shareholders can show that their relationship with Morgan Stanley possessed the ‘special circumstances’ necessary to give
rise to an extra-contractual fiduciary duty.... The exhibits leave no doubt that Morgan Stanley did not accept any such responsibility,
and so no fiduciary duty toward the Shareholders ever arose. The engagement letter, which defines the advising relationship, explicitly
noted that Morgan Stanley was working only for the corporation... Thus, Morgan Stanley never owed any contractual nor extra-contractual
duty to the Shareholders.” We note that Ocean Tomo’s engagement letter with the Special Committee contains a similar provision
expressly providing that Ocean Tomo will provide the Company with a fairness opinion as to the fair market value and purchase price of
X-energy. There are no extra-contractual duties to shareholders contemplated in Ocean Tomo’s engagement letter.

Ocean Tomo has also advised the
Company that although certain U.S. state courts applying U.S. law have posited that the fiduciary relationship between a special committee
of a U.S. corporation and its shareholders under state corporate law may establish privity between the shareholders and any persons in
contractual privity with the special committee, Ocean Tomo believes that such legal authority is not applicable in the present case. The
Company is organized under the laws of the Cayman Islands and the relationship of the Special Committee and the Company and its shareholders
are governed by Cayman Islands law. Ocean Tomo has advised the Company that it does not believe that under the laws of the Cayman Islands
there is any similar doctrine to “extra-contractual fiduciary duty” and no such fiduciary relationship therefore arises between
Ocean Tomo and the Company’s shareholders as a result of Ocean Tomo’s rendering of a fairness opinion to the Special Committee
in this transaction.

The Company is also advised by
its Cayman Islands attorneys that a relationship between Ocean Tomo and the shareholders does not exist based on the following:

 1. The law of the Cayman Islands derives from several sources but in general is based upon English and British Commonwealth common law, equity, and local legislation enacted by the Parliament of the Cayman Islands or its predecessors. English and United Kingdom legislation has no application in the Cayman Islands (save where they are, on occasion, expressly extended to the Cayman Islands). The Courts of the Cayman Islands generally adopt positions that are consistent with English and British Commonwealth common law and equity, but that is subject to any modifications imposed by local legislation or regulation.

 2. The highest first instance court in the Cayman Islands is the Grand Court (the "Grand Court"). Appeals from the Grand Court lie to the Court of Appeal of the Cayman Islands and, subject to certain restrictions, there is a right of second appeal to the Judicial Committee of the Privy Council in London. Decisions of the Privy Council (which is the final appellate court for British Overseas Territories such as the Cayman Islands and certain British Commonwealth jurisdictions) on the common law and equity are, in the usual course, binding on the courts of the Cayman Islands. Decisions of the English Courts on the common law and equity, particularly of the Supreme Court (and before that the House of Lords) and the Court of Appeal, while not strictly binding on the courts of the Cayman Islands, are considered persuasive authority, and are usually followed in practice. Authorities from elsewhere in the British common law world, including Australia, New Zealand, and Hong Kong are also often treated as persuasive authorities. The Cayman Islands follows a system of precedent in the application of its laws, and applies the doctrine of stare decisis to Court decisions.

 3. They are not aware of any precedent in Cayman Islands law which has ruled that an advisor in the position of Ocean Tomo, as a counterparty to a contract with a special committee of a company, owes duties, including contractual, tortious (see below) and/or fiduciary, to the shareholders, such that a cause of action could be pursued directly by such shareholders against the financial advisor. A claim in contract requires for there to be privity of contract such that non-parties to the contract have no right to bring a contract claim (In The Matter Of Omni Securities Limited (No. 3) [1998 CILR 275]).

 4. If faced with a claim by a shareholder that an advisor to a Special Committee of the board of the Cayman Islands company owed fiduciary duties to the shareholders, the Cayman Islands court would likely strike out the claim. As a matter of Cayman Islands law, a third party in the position of Ocean Tomo, will not normally owe fiduciary duties to either the company (for which the duty is typically contractual) nor to the shareholders (of which there is no fiduciary duty at all). A claimant shareholder would have no standing to bring the claim. A claim belonging to a company, for example as a counterparty to a contract with a financial advisor, for breach of contract and/or a tort, can only be brought in a court of law by the company itself. A shareholder has no right to seek to vindicate the company’s cause of action: Foss v Harbottle (1843) 2 Hare 461.

 5. The categories of fiduciary relationship in Cayman Islands law are not closed (English v Dedham Vale Properties [1978] 1 W.L.R. 93 at 110) and common categories include: trustee and beneficiary; agents and principals; solicitors and clients; promoter