Item 8.01 Other Events.
Adjournment of Shareholder Meeting
On January 18, 2023, Ares Acquisition Corporation (the “Company”) issued a press release announcing that the extraordinary general meeting (the “Shareholder Meeting”) originally scheduled for Tuesday, January 24, 2023, at 9:30 a.m., Eastern Time, is being postponed to February 2, 2023, at 9:30 a.m., Eastern Time. At the Shareholder Meeting, shareholders will be asked to vote on the following proposals: (1) to amend the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”) to extend the date by which the Company has to consummate a business combination from February 4, 2023 to August 4, 2023, or such earlier date as determined by the Company’s board of directors in its sole discretion (the “Extension Amendment Proposal”); (2) to amend the Memorandum and Articles of Association to delete: (A) the limitation on share repurchases prior to the consummation of a business combination that would cause the Company’s net tangible assets to be less than $5,000,001 following such repurchases; (B) the limitation that the Company shall not consummate a business combination if it would cause the Company’s net tangible assets to be less than $5,000,001; and (C) the limitation that the Company shall not redeem the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), issued as part of the units sold in the Company’s initial public offering that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions; and (3) to adjourn the Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares and Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”), in the capital of the Company represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting to approve the Extension Amendment Proposal.
As a result of this postponement, the Shareholder Meeting will now be held at 9:30 a.m., Eastern Time, on February 2, 2023, via a live webcast at https://www.cstproxy.com/aresacquisitioncorporation/2023. Also, as a result of this change, the Company has extended the deadline for delivery of redemption requests from the Company’s shareholders from 5:00 p.m., Eastern Time, on January 20, 2023, to 5:00 p.m., Eastern Time, on January 31, 2023.
The Company plans to continue to solicit proxies from shareholders during the period prior to the Shareholder Meeting. Only holders of record of Class A ordinary shares and Class B ordinary shares as of the close of business on December 15, 2022, the record date for the Shareholder Meeting are entitled to vote at the Shareholder Meeting or any adjournment thereof.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Supplement to the Proxy Statement
The Company further notes the need to amend and supplement the definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed by the Company with the Securities and Exchange Commission on December 21, 2022 in connection with the Shareholder Meeting. The Company is correcting an inadvertent error in the Proxy Statement in the text of the shareholder resolution relating to the Extension Amendment Proposal set forth on the Notice to Shareholders, page 27 and Annex A to the Proxy Statement. The correction to the existing disclosure in the Proxy Statement is set forth below under the heading “Correction to the Proxy Statement” and the correction to the existing disclosure on Annex A to the Proxy Statement is set forth under the heading “Correction to Annex A to the Proxy Statement.” Other than this correction, the Proxy Statement remains unchanged, and this supplement does not otherwise amend, supplement, or affect the Proxy Statement. From and after the date of this supplement, any references to the “Proxy Statement” are to the Proxy Statement as amended and supplemented by this supplement. This supplement should be read in conjunction with the Proxy Statement and the other proxy materials previously made available to stockholders in connection with the Shareholder Meeting. If you have already voted your shares, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal.