Sponsor Contribution to the Trust Account
As previously announced, Ares Acquisition Holdings, LP (the Sponsor) will make monthly deposits directly to the Companys
trust account (the Trust Account) of $0.03 for each Class A ordinary share, up to a maximum of $1.2 million per month (each deposit, a Contribution) that remains outstanding after the approval and implementation of
the Extension Amendment Proposal. Such Contributions will be made pursuant to a non-interest bearing, unsecured promissory note (the Promissory Note) issued by the Company to the Sponsor.
The Promissory Note will be repayable by the Company to the Sponsor upon the earlier of (i) the consummation of a business combination or
(ii) August 4, 2023 (or any earlier date of termination, dissolution or winding up of the Company in accordance with its Memorandum and Articles of Association or as otherwise determined in the sole discretion of the Companys board
of directors) (the earlier of (i) and (ii), the Maturity Date). The Promissory Note will not bear any interest, and will be repayable by the Company to the Sponsor upon the Maturity Date. The Maturity Date may be accelerated
upon the occurrence of an Event of Default (as defined in the Promissory Note). Any outstanding principal under the Promissory Note may be prepaid at any time by the Company, at its election and without penalty.
Redemptions
The information
disclosed under Item 5.03 and Item 5.07 of this Current Report is incorporated by reference into this Item 8.01 to the extent required herein.
In connection with the vote to approve the Extension Amendment Proposal, holders of 53,002,919 Class A ordinary shares exercised their
right to redeem their shares for cash at a redemption price of approximately $10.17 per share, for an aggregate redemption amount of approximately $539.0 million. As a result, approximately $539.0 million will be removed from the Trust Account to
redeem such shares and 46,997,081 Class A ordinary shares will remain outstanding after the redemption has been effected. Upon payment of the redemption, approximately $478.0 million will remain in the Trust Account prior to any Contribution
made by the Sponsor pursuant to the Promissory Note.
Additional Information and Where to Find It
On December 21, 2022, AAC filed a definitive proxy statement with the SEC in connection with its solicitation of proxies for the
Shareholder Meeting. AAC filed supplements to the definitive proxy statement with the SEC on January 3, 2023, January 18, 2023 and January 26, 2023. In connection with the business combination (the Business
Combination) with X-Energy Reactor Company, LLC (X-energy), AAC has filed a registration statement on Form S-4 (the Registration Statement) with the SEC, which includes a preliminary proxy statement/prospectus to be distributed to holders of AACs Ordinary Shares in connection with
AACs solicitation of proxies for the vote by AACs 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 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 the SEC rules, be deemed participants in the solicitation of proxies to AACs shareholders in
connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT 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 AACs website at
www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.
2