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YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. receiving a per share price greater than or equal to $12.50 or $15.00, respectively, then immediately prior to the consummation of such Change of Control Triggering Event I or Triggering Event II, a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to exceed a per-share price equal to the par value per share of such New X-energy Class B Common Stock or New X-energy Class C Common Stock, as applicable). The “Earn Out Period” means the time per...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Purchaser Support Parties agreed to, among other things: (i) vote in favor of adoption of the Transaction Proposals; (ii) vote against any Alternative Transaction (as defined in the Business Com...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement; (c) result in any of the clo...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Combination. If at any time following the Signing Date and until the termination of the Business Combination Agreement, the board of directors of the Company or the Special Committee effects a Modif...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Company’s public shareholders. Pursuant to the Sponsor Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement and the liquidation of X-energy, n...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. action in furtherance of any of the matters described in the foregoing clauses (i) or (ii); or (iv) publicly announce any intention to effect any transaction specified in the foregoing clauses (i) o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Contents Earn Out Period, fifty percent (50%) of the remaining (i) shares of Class A Common Stock of the Company following the Domestication (the “Domesticated the Company Class A Common Stock”) an...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. %) of the Sponsor Earn Out Securities will vest to the Purchaser Support Parties in accordance with each Purchaser Support Party’s respective pro rata share. If, following the Closing and prior to th...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , as applicable, will be deemed to have occurred and the Sponsor Earn Out Securities shall vest. The per share price received by the holders of New X-energy Class A Common Stock shall be based on the...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . Governance The Parties have agreed to take all necessary action, including causing the current directors of the Company to resign, so that effective at the Closing, the board of directors of New ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. as reasonably practicable following the Signing Date, in each case, subject to X-energy’s obligations under the definitive documentation with respect to the issuance and sale of X-energy’s Series C-...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ants with respect to the conduct of the Company and X-energy prior to the Closing Date. In addition, the Company has agreed to adopt an equity incentive plan prior to the Closing Date, as described i...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. if they shall have concluded in good faith, after consultation with their outside legal advisors and financial advisors, that the failure to make a Modification in Recommendation would be a breach o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Combination Agreement in accordance with applicable law and exchange rules and regulations; (b) the Domestication; (c) the A&R Charter and the bylaws of New X-energy upon Domestication, including an...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of the SEC and NYSE) may indicate are necessary in its comments to the registration statement on Form S-4 (the “Registration Statement”) to be filed by the Company or correspondence; (h) adoption an...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (and the rules and regulations promulgated under such Act) in respect of the Business Combination being expired or earlier termi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , in each case, to customary standards; and (vi) the completion of the Domestication. The obligations of X-energy to consummate the Business Combination are also subject to the Available Purchaser C...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. X-energy; (ii) by the Company or X-energy if the Closing has not occurred on or before August 4, 2023, or such earlier date as its Board may determine in its sole discretion; (iii) by X-energy, if ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of the Business Combination Agreement, certain Members entered into the Member Support Agreement (the “Member Support Agreement”), pursuant to which such Members have agreed to, among other things, ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. pursuant to the Business Combination Agreement or the ancillary agreements); and (v) against any proposal, action or agreement that would: (a) impede, interfere, frustrate, prevent or nullify any pr...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. voting rights of any class of capital stock of, X-energy. Pursuant to the Member Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement and the liqu...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. (iii) take any action in furtherance of any of the matters described in the foregoing clauses (i) or (ii); or (iv) publicly announce any intention to effect any transaction specified in the foregoin...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ary duty of any person in connection with the evaluation, negotiation or entry into the Member Support Agreement, the Business Combination Agreement or the Business Combination. Tax Receivable Agree...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. other tax benefits arising from payments under the Tax Receivable Agreement. In certain cases, New X-energy’s obligations under the Tax Receivable Agreement may accelerate and become due and payable...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ownership of New X-energy Class B Common Stock, New X-energy Class C Common Stock, and New X-energy Class D Common Stock, as applicable. Lock-Up Agreements Sponsor Lock-Up Agreement At the Closin...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , or agree to dispose of or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act (as defined in the...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Sponsor Lock-Up Shares, whether any such transaction is to be settl...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Lock-Up Holders”) will enter into a Lock-Up Agreement (the “X-energy Lock-Up Agreement”), pursuant to which the Lock-Up Holders will agree not to, without the prior written consent of the New X-energ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ) any securities convertible into, or exercisable, redeemable or exchangeable for, New X-energy Class A Common Stock held by such holder immediately after the consummation of the Business Combination...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to effect any transaction specified in the foregoing clauses (i) or (ii). The X-energy Lock-Up Agreement provides for certain customary permitted transfers, including but not limited to, transfers t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. On December 5, 2022, the Company and X-energy entered into a commitment letter (the “Commitment Letter”) with AAC Holdings II LP (the “Investor”), an affiliate of Ares. On the terms and subject to ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 45.0 million (the “PIPE Commitment”) as such amounts may be reduced as described below. The PIPE Commitment will be reduced on a dollar-for-dollar basis by the amount by which (i) the sum of (a) the...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. X-energy in connection with any Permitted Financing (as defined in the Business Combination Agreement) prior to January 15, 2023, exceeds (ii) $400.0 million. Any such reduction in the PIPE Commitme...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. convertible debt securities or any other security convertible into or exchangeable or exercisable for equity securities the Company (such securities, the “Alternative Securities”) substantially conc...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ment Letter. Extension Ares Acquisition Corp’s Initial Public Offering prospectus and amended and restated memorandum and articles of association provided that the Company had until February 4, 202...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. as its board of directors may determine in its sole discretion (the “Extension”). In connection with the approval of the Extension, shareholders elected to redeem an aggregate of 53,002,919 ordinary...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. bearing, unsecured promissory note (the “Extension Promissory Note”) issued by us to our Sponsor. Such Contributions, which will be paid monthly (or a pro rata portion thereof if less than a full mo...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of (i) and (ii), the “Maturity Date”). The Extension Promissory Note does not bear any interest, and is repayable by us to our Sponsor upon the Maturity Date. The Maturity Date may be accelerated up...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. leverage these criteria and guidelines in evaluating acquisition opportunities, but to the extent our proposed Business Combination with X-energy is not consummated and we search for other acquisiti...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. relationships and deep value creation capabilities. We may pursue an initial business combination target in any business or industry. These criteria and guidelines are not intended to be exhaustiv...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to enter into our initial business combination with another target business that does not meet these criteria and guidelines, we will disclose that the target business does not meet the above criter...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. social and governance (“ESG”) factors in its investment process and has adopted an ESG policy for the conduct of its business. Ares works collaboratively with its various underwriting, asset managem...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. pursue our initial business combination. In evaluating a prospective target business, we conduct a thorough due diligence review that may encompass, among other things, meetings with incumbent mana...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. fair to our company from a financial point of view from either an independent investment banking firm or an independent accounting firm. Our directors and executive officers may directly or indirec...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in trust) at the time of our signing a definitive agreemen...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. uate our initial business combination with another blank check company or a similar company with nominal operations. Subject to these limitations, our directors and executive officers will have virtu...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by borrowing from or issuing to such parti...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of the prior owners of the target business, the target management team or shareholders or for other reasons. We will only complete such business combination if the post-business combination company ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. SE’s 80% of net assets test. If the business combination involves more than one target business, the NYSE’s 80% of net assets test will be based on the aggregate value of all of the target businesses...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. X-energy is not consummated, the time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, wi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. that is affiliated with Ares, our Sponsor or any of our executive officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking fi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, Ares and the Ares funds or their current or former portfolio companies. T...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. opportunity to such fund or entity, before we can pursue such opportunity. If Ares, the Ares funds or other entities decide to pursue any such opportunity, we may be precluded from pursuing the same...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Table of Contents restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. a business combination opportunity to us. Our directors and officers or Ares or its affiliates, including the Ares funds, may sponsor, form or participate in other blank check companies similar to ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. due diligence. Moreover, our officers and directors are and in the future will be required to commit time and attention to Ares and current and future Ares funds. To the extent any conflict of inter...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. an existing public company, we offer X-energy, and if the proposed Business Combination with X-energy is not consummated, any other target businesses an alternative to the traditional initial public...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial p...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. providing management incentives consistent with shareholders’ interests and the ability to use its equity as currency for acquisitions. Being a public company can offer further benefits by augmentin...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the forego...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. If the proposed Business Combination with X-energy is not consummated, we intend to effectuate another initial business combination using cash from the proceeds of the Initial Public Offering, the s...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. A ordinary shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-busines...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. connection with our initial business combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We expect that the collective experience, capability and network of Ares and our d...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. many of these sources will have read this annual report and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In addition, the underwriters of the Initial Public Offering may prov...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. officers or directors, or any 16 Table of Contents entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. a target business. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our Sponsor, officers or directors, or from making ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. have additional, fiduciary and contractual duties to other entities, including without limitation, Ares Management and the Ares funds or their current or former portfolio companies. These funds may ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. or entity, before we can pursue such opportunity. If Ares Management, the Ares funds or other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition,...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. any opportunity for a potential business combination of which they become aware in their capacities as employees of Ares Management, its funds or their portfolio companies. However, we do not expect...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. (including with respect to any business transaction that may involve another Ares entity) for any director or officer, on the one hand, and us, on the other. Evaluation of a Target Business and Str...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. resources to complete 17 Table of Contents business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operation...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. X-energy, when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In additi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that our directors and executive officers will have significant experience or ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Ability to Approve Our Initial Business Combination If the proposed Business Combination with X-energy is not consummated, we may conduct redemptions without a shareholder vote in connection with a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of our directors, officers or substantial security holder (as defined by the rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. based on business and legal reasons, which include a variety of factors, including, but not limited to: 18 Table of Contents the timing of the transaction, including in the event we determine sha...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . In the event that the proposed Business Combination with X-energy is not consummated and we conduct redemptions in connection with another initial business combination pursuant to the tender offer ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. In the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in private...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or (ii) to satisfy a closing condition in an agreem...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. redeemed for a pro rata share of the Trust Account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial busines...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. special meeting of shareholders and approved two proposals to amend our amended and restated memorandum and articles of association that will facilitate the consummation of the proposed Business Com...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ation Amendment enables us to redeem public shares irrespective of whether such redemption would exceed the limitation. Redemption Rights for Public Shareholders upon Completion of Our Initial Busin...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. approximately $10.00 per public share (plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per share ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (a) that...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business co...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rule...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ordinary shares and any public shares purchased during or after the Initial Public Offering in favor of our initial business combination. As a result, in addition to our Sponsor’s Class B ordinary s...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Class B ordinary shares and public shares in connection with (i) the completion of a b...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. holders of our Class A ordinary shares. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval If we seek shareholder approval of our initial business combination and we do not conduct...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our directors and executive officers to...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in 21 Table of Contents connection with a business combination with a...