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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. among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; • may not result in adjus...
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 issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. issued to our Sponsor upon conversion of the Working Capital Loan. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. This is differ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless. We anticipate that the investigation of each specific target bu...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and acquire or merge with another business. If we have not completed our initial business combination by August 4, 2023, or such earlier date as determined by our board of directors in its sole disc...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. operations and profitability of the post-combination business may be negatively impacted. Although we would expect to retain some or all members of a target business’s management team following our...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. broad range of business activities and invests in a broad range of businesses and assets. Ares takes into account interests of its affiliates, funds and each of their respective portfolio companies ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. affiliates. 37 Table of Contents We may engage in a business combination with one or more target businesses that have relationships with entities that are affiliated with our sponsor, executive o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. we are seeking an initial business combination. Although we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination, any suc...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Business and Structuring of Our Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opini...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Initial Public Offering), and conflicts of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. On June 5, 2020, o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ,333,333 Private Placement Warrants, including 1,733,333 additional Private Placement Warrants to cover over-allotments, each exercisable to purchase one Class A ordinary share at $11.50 per share, a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. may become more acute as the 24-month anniversary of the closing of the Initial Public Offering nears, which is the deadline for our consummation of an initial business combination. To complete a b...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per share amount available for redemption from the Trust Account. Nevertheless, the incurrence of deb...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; 38 Table of Contents • our inability to obtain necessary additional financing if the de...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. declared, expenses, capital expenditures, acquisitions and other general corporate purposes; our inability to pay dividends on our Class A ordinary shares; • limitations on our flexibility in plan...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ification may negatively impact our operations and profitability. The net proceeds from the Initial Public Offering and the private placement of warrants provided us with up to $967.1 million that w...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. condition of several target businesses as if they had been operated on a combined basis. The lack of diversification that may result from completing our initial business combination with a single en...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. impact upon the particular industry in which we may operate following our initial business combination. depend on the development or market acceptance of a single or limited number of products, pro...
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 timely or at all. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. business combination with a privately held company such as X-energy. By definition, very little public information generally exists about private companies, and we could be required to make our deci...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. equity interests or assets of a target business, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting s...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However,...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. could delay or prevent us from achieving our desired results. We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational impr...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated...
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 that some of our shareholders may not support. To effectuate a business combination, blank check companies have, in the recent past, amended various provisions of t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. redeem 100% of our public shares if we do not complete our initial business combination by August 4, 2023, or such earlier date as our board of directors may determine in its sole discretion, or (ii...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders. Our amended a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily tha...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. combination or to redeem 100% of our public shares if we do not complete our initial business combination by August 4, 2023, or such earlier date as our board of directors may determine in its sole ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, executive officers, directors o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless. 41 Table of Contents If the net proceeds of the In...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete ou...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, GAAP, or IFRS as issued by the International Accounting Standards Board, depend...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. completing an acquisition. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls and comply with the independent registered public accounting...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. complete any such acquisition. If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in co...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and market conditions; regulations related to customs and import/export matters; • unexpected changes in regulatory requirements; local or regional economic policies and market conditions; • cha...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. collecting accounts receivable; • employment regulations; cultural and language differences; • underdeveloped or unpredictable legal or regulatory systems; employment regulations; • corruption;...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our op...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and pandemics, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such gr...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. A Common Stock. On August 16, 2022, the Inflation Reduction Act of 2022 became law, which, among other things, imposes a 1% excise tax on the fair market value of certain repurchases (including ce...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax; however, only limited guidance has been issued to date. The 1% excise tax is not expected...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. with the Business Combination that are treated as repurchases for this purpose if the Business Combination closes on a date after December 31, 2022. Furthermore, we currently expect that 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. not repurchases, and the content of any regulations and other additional guidance from the U.S. Department of the Treasury that may be issued and applicable to the redemptions. Issuances of stock by...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. amount of cash available to New X-energy (or the cash contribution to X-energy following the Closing in connection with the Business Combination). Exchange rate fluctuations and currency policies m...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial b...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of interest in rendering any such additional services to us after the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial business combina...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In ord...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added e...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , financial condition and results of operations will be materially and adversely affected, and we will need to significantly modify our operational plans to continue as a going concern. These factors...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. with X-energy. On December 5, 2022, we entered into a Business Combination Agreement with X-energy, pursuant to which the combined company will be organized in an umbrella partnership C corporation...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to complete the Business Combination. Ares Acquisition Corp does not control the satisfaction of all of such conditions. Ares Acquisition Corp and X-energy may not satisfy all of the closing conditi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , it cannot assure you that this diligence has identified all material issues that may be present within X-energy, that it is possible to uncover all material issues through a customary amount of due...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. have an immediate impact on New X-energy’s liquidity, the fact that New X-energy reports charges of this nature could contribute to negative market perceptions about New X-energy or its securities. ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. executive officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in deter...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. in connection with the consummation of the Business Combination, with 50% of the Purchaser Support Parties’ retained shares (subject to the terms of the Sponsor Support Agreement and following the a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and financial interests of our Sponsor, executive officers and directors may influence or have influenced their motivation in identifying and selecting a target for our initial business combination,...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 2023, or such earlier date as our board of directors may determine in its sole discretion, our Sponsor, directors and officers, and any of their respective affiliates will not be eligible for any su...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. implementation of the Extension. Such Contributions will be made pursuant to the Extension Promissory Note issued by us to our Sponsor. In the event that the proposed Business Combination does not c...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. shares in connection with a shareholder vote to approve the proposed Business Combination. These interests, among others, may influence or have influenced our Sponsor and the executive officers and...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. -energy Class A Common Stock that will prevail in the open market after the Closing. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . An inactive market may also impair our ability to raise capital to continue to fund operations by issuing New X-energy Class A Common Stock and New X-energy Warrants. During the pendency of the pr...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. period. While the Business Combination Agreement is in effect, neither the Company nor X-energy may solicit, assist, initiate, engage or facilitate the making, submission or announcement of or encou...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the Company’s shareholders’ best interests. ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Special Committee, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may resul...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. shares if the Domestication were to occur prior to such redemptions. Ares Acquisition Corp intends for the Domestication to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. adjusted tax basis in our Company Class A ordinary shares or warrants surrendered. If the Domestication were to occur prior to the redemption of U.S. Holders that exercise redemption rights with resp...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. with the Domestication, and, as a result: a U.S. Holder who is a 10% U.S. Shareholder on the date of the Domestication generally will be required to include in income as a deemed dividend deemed pa...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Company Class A ordinary shares as if such U.S. Holder exchanged our Company Class A ordinary shares for New X-energy Class A Common Stock in a taxable transaction, unless such U.S. Holder elects in...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. loss or include any part of the Company’s earnings and profits in income under Section 367 of the Code in connection with the Domestication. Additionally, even if the Domestication qualifies as an ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. adjusted tax basis, notwithstanding any other provision of the Code. the Company believes that it is likely classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Tre...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. in which the rules under such other sections apply to transfers of PFIC stock. These proposed Treasury Regulations, if finalized in their current form, would also apply to a U.S. Holder who exchange...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply. Upon the Closing, the rights of holders o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), and, therefore, some rights of holders of New X-energy Common Stock could differ from the rights that holders of Company Ordin...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. may consider favorable. The proposed certificate of incorporation and proposed bylaws of New X-energy that will be in effect at the Closing differ from our amended and restated memorandum and artic...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. proposed bylaws of New X-energy include provisions regarding: the ability of the New X-energy Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. removed from the New X-energy Board for cause and upon the affirmative vote of the holders of at least 66 2/3% of the total voting power of then outstanding New X-energy Common Stock; a prohibition...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of stockholders may be called only by the New X-energy Board, the chairman of the New X-energy Board or New X-energy’s chief executive officer or (ii) for so long as New X-energy is a controlled com...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions in the proposed certificate of incorpo...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. procedures with which stockholders of New X-energy must comply to nominate candidates to the New X-energy Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclud...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . The proposed certificate of incorporation of New X-energy will designate a state or federal court located within the State of Delaware as the exclusive forum for certain types of actions and proce...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. proceeding brought on behalf of New X-energy; (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by director, officer, other employee or stockholder of New X-en...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. This provision in the proposed certificate of incorporation of New X-energy will not address or apply to claims that arise under the Exchange Act; however, Section 27 of the Exchange Act creates exc...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of New X-energy described in the preceding paragraph. These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with New X-...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. in an action, New X-energy may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm its results of operations. New X-energy will be a “controlled co...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. governance requirements, including that a majority of the New X-energy Board consist of “independent directors,” as defined under the NYSE rules. New X-energy will not be required to have a nominati...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. New X-energy ceases to be a “controlled company” under the NYSE rules, the New X-energy Board intends to take any action that may be necessary to comply with the NYSE rules, subject to a permitted “...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and our non-employee directors and their respective affiliates engage in a broad spectrum of activities, including investments in similar business activities or lines of business in which the Compan...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and officer capacities) will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which New X-energy...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. New X-energy or its stockholders or to any of its affiliates for breach of any fiduciary duty as a stockholder, director or officer of New X-energy solely by reason of the fact that they pursue or a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. their respective directors and officers may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such trans...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Act, and may engage in other public market purchases, as well as private purchases, of securities. Further, at any time prior to the extraordinary general meeting, during a period when they are not ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. acquire public shares, vote their public shares in favor of the proposal to approve the Business Combination or the other shareholder proposals in the Proxy Statement/Prospectus or not redeem their ...