X-Energy Reactor Company, LLC (“X-energy” or the “Company”), a
leading developer of advanced small modular nuclear reactors and
fuel technology for clean energy generation, and Ares Acquisition
Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose
acquisition company, announced today the filing of a registration
statement on Form S-4 (the "Registration Statement") with the U.S.
Securities and Exchange Commission (the “SEC”), which contains a
preliminary proxy statement/prospectus in connection with the
companies’ previously announced proposed business combination.
While the Registration Statement has not yet become effective
and the information contained therein is subject to change, it
provides important information about X-energy, AAC and the proposed
business combination.
As previously announced on December 6, 2022, X-energy and AAC
have entered into a definitive business combination agreement,
which will establish X-energy as a publicly-traded, developer of a
more advanced small modular reactor (“SMR”) and proprietary fuel
that supports the transition to clean, affordable energy through
enhanced safety, lower cost, scalability and broader industrial
applications.
Completion of the transaction is subject to approval by AAC’s
shareholders, the Registration Statement being declared effective
by the SEC and other customary closing conditions.
About X-Energy Reactor Company, LLC
X-Energy Reactor Company, LLC, is a leading developer of
advanced small modular nuclear reactors and fuel technology for
clean energy generation that is redefining the nuclear energy
industry through its development of safer and more efficient
advanced small modular nuclear reactors and proprietary fuel to
deliver reliable, zero-carbon and affordable energy to people
around the world. X-energy’s simplified, modular and intrinsically
safe SMR design expands applications and markets for deployment of
nuclear technology and drives enhanced safety, lower cost and
faster construction timelines when compared with other SMRs and
conventional nuclear. For more information, visit X-energy.com or
connect with us on Twitter or LinkedIn.
About Ares Acquisition Corporation
AAC is a special purpose acquisition company (SPAC) affiliated
with Ares Management Corporation, formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination. AAC is
seeking to pursue an initial business combination target in any
industry or sector in North America, Europe or Asia. For more
information about AAC, please visit
www.aresacquisitioncorporation.com.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
X-energy and AAC (the “Business Combination”). In connection with
the Business Combination, AAC has filed the Registration Statement
with the SEC, which includes a preliminary proxy
statement/prospectus to be distributed to holders of AAC’s ordinary
shares in connection with AAC’s solicitation of proxies for the
vote by AAC’s shareholders with respect to the Business Combination
and other matters as described in the Registration Statement, as
well as a prospectus relating to the offer of securities to be
issued to X-energy equity holders in connection with the Business
Combination. After the Registration Statement has been filed and
declared effective, AAC will mail a copy of the definitive proxy
statement/prospectus, when available, to its shareholders. The
Registration Statement includes information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of proxies to AAC’s shareholders in connection with
the Business Combination. AAC will also file other documents
regarding the Business Combination with the SEC. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY
ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY
STATEMENT/PROSPECTUS CONTAINED THEREIN AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS
COMBINATION.
Investors and security holders will be able to obtain free
copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by AAC through the website maintained by
the SEC at www.sec.gov. In addition, the documents filed by AAC may
be obtained free of charge from AAC’s website at
www.aresacquisitioncorporation.com or by written request to AAC at
Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New
York, NY 10167.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the Business Combination, including statements regarding the
benefits of the Business Combination, the anticipated timing of the
Business Combination, the markets in which X-energy operates and
X-energy’s projected future results. X-energy’s actual results may
differ from its expectations, estimates and projections (which, in
part, are based on certain assumptions) and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such
forward-looking statements. Although these forward-looking
statements are based on assumptions that X-energy and AAC believe
are reasonable, these assumptions may be incorrect. These
forward-looking statements also involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Factors that may cause such
differences include, but are not limited to: (1) the outcome of any
legal proceedings that may be instituted in connection with any
proposed business combination; (2) the inability to complete any
proposed business combination or related transactions; (3)
inability to raise sufficient capital to fund our business plan,
including limitations on the amount of capital raised in any
proposed business combination as a result of redemptions or
otherwise; (4) delays in obtaining, adverse conditions contained in
or the inability to obtain necessary regulatory approvals or
complete regulatory reviews required to complete any business
combination; (5) the risk that any proposed business combination
disrupts current plans and operations; (6) the inability to
recognize the anticipated benefits of any proposed business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain key employees; (7) costs related to the
proposed business combination; (8) changes in the applicable laws
or regulations; (9) the possibility that X-energy may be adversely
affected by other economic, business and/or competitive factors;
(10) the ongoing impact of the global COVID-19 pandemic; (11)
economic uncertainty caused by the impacts of the conflict in
Russia and Ukraine and rising levels of inflation and interest
rates; (12) the ability of X-energy to obtain regulatory approvals
necessary for it to deploy its small modular reactors in the United
States and abroad; (13) whether government funding and/or demand
for high assay low enriched uranium for government or commercial
uses will materialize or continue; (14) the impact and potential
extended duration of the current supply/demand imbalance in the
market for low enriched uranium; (15) X-energy’s business with
various governmental entities is subject to the policies,
priorities, regulations, mandates and funding levels of such
governmental entities and may be negatively or positively impacted
by any change thereto; (16) X-energy’s limited operating history
makes it difficult to evaluate its future prospects and the risks
and challenges it may encounter; and (17) other risks and
uncertainties separately provided to you and indicated from time to
time described in filings and potential filings by X-energy, AAC or
X-energy, Inc. with the SEC.
The foregoing list of factors is not exhaustive. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
investors as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of AAC’s
Annual Report on Form 10-K, its subsequent Quarterly Reports on
Form 10-Q, the proxy statement/prospectus related to the
transaction, when it becomes available, and other documents filed
(or to be filed) by AAC from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
These risks and uncertainties may be amplified by the conflict
between Russia and Ukraine, rising levels of inflation and interest
rates and the ongoing COVID-19 pandemic, which have caused
significant economic uncertainty. Forward-looking statements speak
only as of the date they are made. Investors are cautioned not to
put undue reliance on forward-looking statements, and X-energy and
AAC assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
securities and other applicable laws.
No Offer or Solicitation
This press release is for informational purposes only and shall
neither constitute an offer to sell nor the solicitation of an
offer to buy any securities, nor a solicitation of a proxy, vote,
consent or approval in any jurisdiction in connection with the
Business Combination, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdictions. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an
exemption therefrom.
Participants in the Solicitation
AAC and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from AAC’s
shareholders, in favor of the approval of the proposed transaction.
For information regarding AAC’s directors and executive officers,
please see AAC’s Annual Report on Form 10-K, its subsequent
Quarterly Reports on Form 10-Q, and the other documents filed (or
to be filed) by AAC from time to time with the SEC. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the Business Combination
may be obtained by reading the registration statement and the proxy
statement/prospectus and other relevant documents filed with the
SEC when they become available. Free copies of these documents may
be obtained as described in the preceding paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20230120005414/en/
X-energy Investors: XenergyIR@icrinc.com Media:
XenergyPR@icrinc.com
Ares Acquisition Corporation Investors: Carl Drake and
Greg Mason +1-888-818-5298 IR@AresAcquisitionCorporation.com
Media: Jacob Silber +1-212-301-0376 or Brittany Cash
+1-212-301-0347 media@aresmgmt.com
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