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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. of $16,667 per month. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. mating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining ex...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. or consulting arrangements to retain their positions with us may influence our directors and executive officer’s motivation in identifying or selecting a target business but we do not believe that t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. each of our executive officers and directors that beneficially owns our ordinary shares; and all our executive officers and director as a group. 84 Table of Contents The following table is based ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. shares Class B ordinary shares Name and Address of Beneficial Owner(1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned(2) Approximate Pe...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. individuals) 150,000 Less than one percent. (1) Unless otherwise noted, the business address of each of our shareholders is c/o Ares Management LLC, 245 Park Avenue, 44th Floor, New York, NY 101...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of Ares. Ares Management GP LLC (“Ares Management GP”) is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the “Ares Class B Common Stock”) and Ares Voting...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. both Ares Management GP and Ares Voting is Ares Partners Holdco LLC (“Ares Partners”). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp de...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. regarding our relationships with our promoters. Changes in Control None. Item 13. Certain Relationships and Related Transactions, and Director Independence. Class B ordinary Shares On June 5, 2...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. full so that the Class B ordinary shares would represent, on an as- 85 Table of Contents converted basis, 20% of our issued and outstanding shares after our Initial Public Offering. Through Febru...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. adjustments. Pursuant to a letter agreement (the “Letter Agreement”), our Sponsor and our officers and directors agreed not to transfer, assign or sell any Class B ordinary shares (except to certai...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. (b) subsequent to the proposed Business Combination or another initial business combination, the date on which we complete a liquidation, merger, share exchange or other similar transaction which re...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. for Class A ordinary shares prior to the date that is twelve months after the Closing Date. Promissory Note On June 5, 2020, we issued a promissory note to our Sponsor, pursuant to which our Spons...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Promissory Note are no longer available. Private Placement Warrants Simultaneously with the closing of our Initial Public Offering, we consummated the Private Placement of 15,333,333 Private P...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. combination by August 4, 2023, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of our public shares (subject to the requirements of applicable law), an...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . Otherwise, the Working Capital Loan would be repaid only out of funds held outside the Trust Account. In the event that the proposed Business Combination or another initial business combination doe...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 31, 2022 and 2021, we had $1,500,000 and no outstanding borrowings under the Working Capital Loan, respectively, as reflected in our balance sheets contained elsewhere in this annual report on Form 1...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. services for the years ended December 31, 2022 and 2021, respectively. These expenses were presented within general and administrative expenses in our statements of operations contained elsewhere in...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. -interest bearing. As of December 31, 2022 and 2021, there were $60,921 and $46,900, respectively, in accrued expenses — related party as reflected in our balance sheets included elsewhere in this an...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. certain X-energy Members, our independent directors and the Series C-2 Investors will enter into an Amended & Restated Registration Rights Agreement, pursuant to which, among other things, our Spons...
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 the proposed Business Combination, any and all anti-dilution rights with respect to the rate that the Class B ordinary shares owned by our Sponsor and our independent director...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. its affiliated vehicles or designees purchase in a private placement, to close immediately prior to the Closing, 45,000 shares of Series A Preferred Stock at a purchase price of $1,000.00 per share,...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to the Commitment Letter); plus (c) the aggregate amount actually funded to X-energy in connection with any Permitted Financing prior to January 15, 2023, exceeds (ii) $400,000,000. In no event shal...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. purchase Alternative Securities having an aggregate purchase price of $45,000,000, subject to cutbacks based on the formula in the Commitment Letter. 87 Table of Contents The Guarantor has provid...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to our Sponsor. If the Extension is approved, such Contributions, which will be paid monthly (or a pro rata portion thereof if less than a full month), began on February 3, 2023, and thereafter on t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that we have already committed to, the business purpose of ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . An independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees billed by Withum for ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for audit related fees for the year ended December 31, 2022. Tax Fees. We did ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , 88 Table of Contents the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms ther...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. they are not required or are not applicable. (c) Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this annual report on Form 10-...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. X-Energy Management, LLC (incorporated by reference to Annex A of the Company’sProxy Statement/Prospectus on Form S-4 file on January 25, 2023 (File No. 333-269400)). 3.1 Amended and Restated Memo...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 3, 2023 (File No.001-39972)). 4.1 Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on F...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Statement on Form S-1, filed on January 26, 2021 (File No. 333-252163)). 4.4 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. .1 to the Company’s Current Report on Form 8-K, filed on February 5, 2021 (File No. 001-39972)). 10.2 Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Compan...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. No. 001-39972)). 10.4 Letter Agreement among the Company, the Sponsor and the Company’s officers and directors (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ’s Registration Statement on Form S-1, filed on January 26, 2021 (File No. 333-252163)). 10.7 Amended & Restated Promissory Note, dated as of December 31, 2020, between the Registrant and the Spons...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. on Form S-1, filed on January 26, 2021 (File No. 333-252163)). 10.9 Working Capital Loan Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.9 to the Company’s A...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to the Company’s Current Report on Form 8-K, filed on December 6, 2022 (File No. 001-39972)). 10.11 Member Support Agreement, dated December 5, 2022, by and among Ares Acquisition Corporation, the...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Holdings II LP (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 6, 2022 (File No. 001-39972)). 10.13 Promissory Note, dated as of January 2...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Cal...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings. ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Name Position Date /s/ David B. Kaplan Chief Executive ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Kathryn Marinello /s/ Felicia Thornton Director February 28, 2023 Felicia Thornton 91 Table of Contents ARES ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENTS Report of Independent Reg...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 31, 2022 and 2021 and for the period from January 24, 2020 (inception) through December 31, 2020 F-7 Statements of Cash Flows for the years ended December 31, 2022 and 2021 and the period from Jan...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ”) as of December 31, 2022, based on criteria established in 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. qualified opinion on those financial statements. Basis for Opinion Ares Acquisition Corp’s management is responsible for maintaining effective internal control over financial reporting and for its ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of f...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. with the policies or procedures may deteriorate. /s/ WithumSmith+Brown, PC We have served as the Company's auditor since 2020. New York, New York February 28, 2023 PCAOB Number 100 F-2 Table ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. period from January 24, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present f...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by August 4, 2023 then the Com...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the app...
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 internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the finan...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter doe...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. recorded on the statement of operations. The fair value of the warrants on the date of issuance and through September 30, 2022 were estimated using a Black-Scholes option pricing model and as of Dec...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the significant judgment by management when determining the accounting for and valuation; (ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. for the private placement warrants, testing the internal controls over management’s process for determining the fair value estimates. Testing management’s process included (i) evaluating the interna...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. significant assumptions used at the beginning of the period related to implied volatility and probability of executing a successful business combination by considering consistency with external mark...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. expenses 57,577 536,382 Total current assets 95,559 1,285,892 Investments held in Trust Account 1,013,382,491 1,000,284,779 Total assets 1,013,478,050 1,001,570,671 Liabilities and share...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 35,000,000 35,000,000 Total liabilities 61,151,627 70,227,838 Commitments and contingencies Class A ordinary shares, $0.0001 par value; 100,000,000 shares subject to possible redemption at $10....
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. (excluding 100,000,000 shares subject to possible redemption) Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 25,000,000 shares issued and outstanding at December 31, 2022...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. STATEMENTS OF OPERATIONS For the year ended December 31, 2022 For the year ended December 31, 2021 For the period from January 24, 2020 (inception) through December 31, 2020 General and administr...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 703,427 Total other income 28,326,302 22,310,688 Net income (loss) 20,983,590 15,849,072 (13,845) Basic and diluted weighted average shares outstanding of Class A ordinary shares 100,000,000...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amount as of December 31, 2020 has been retroact...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. (inception) Issuance of Class B ordinary shares to Sponsor 25,000,000 2,500 22,500 25,000 Net loss (13,845) (13,845) Balance at December 31, 2020(1) 25,000,000 2,500 22,500 (13,845) 11...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ,657,167) Accretion of Class A ordinary shares to redemption amount (13,282,491) (13,282,491) Net income 20,983,590 20,983,590 Balance at December 31, 2022 25,000,000 2,500 (60,958,568) (6...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. accompanying notes are an integral part of these financial statements. F-7 Table of Contents ARES ACQUISITION CORPORATION STATEMENTS OF CASH FLOWS For the year ended December 31, 2022 For the ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. with warrants recorded as liabilities 1,677,518 Change in fair value of warrant liabilities (15,228,589) (23,703,427) Excess of fair value over cost on sale of Private Placement Warrants 2,146...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. (1,000,000,000) Net cash used in investing activities (1,000,000,000) Cash flows from financing activities: Proceeds received from working capital loan 1,500,000 Proceeds received from initia...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ,982 749,510 Supplemental disclosure of non-cash activities Deferred offering costs included in accrued offering costs 364,935 Formation and offering costs paid by Sponsor in exchange for issuan...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. January 24, 2020. Ares Acquisition Corp was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. revenues until after the completion of its initial Business Combination, at the earliest. Ares Acquisition Corp generates non-operating income in the form of interest income from the proceeds derive...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Account, as described below. Ares Acquisition Corp’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Ares Acquisition Corp w...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Account (initially $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-s...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ”. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “initi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and it does not conduct conversion pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a public shareholder, together with any affiliate ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to propose an amendment to (a) modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 10...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares for a pro rata portion of t...
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 obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions wi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation F-10 Table of Contents ARES ACQUISIT...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 2022 (the “Signing Date”), the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Bus...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. company, and X-Energy Management, LLC, a Delaware limited liability company. The transactions contemplated by the Business Combination Agreement are referred to as the “Proposed Business Combination...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Business Combination were approved by the boards of directors of each of the Company (including, in the case of the Company, the special committee of the board of directors, which consists of its in...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to 25,000,000 Earn Out Units will be subject to vesting at the Closing and will be earned, released and delivered upon satisfaction of certain milestones pursuant to the Business Combination Agreeme...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ii) vote against any Alternative Transaction (as defined in the Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business Combination Agree...
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 effect a Modifi...
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. 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 foregoing clauses (...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and the Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by X-energy; (iv) against any ch...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Business Combination Agreement not being fulfilled; (d) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Member contained in the Member Sup...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. cases is deemed to realize) as a result of the increases in tax basis resulting from any exchange of X-energy Common Units for New X-energy Class A Common Stock or cash in the future and certain oth...