United States securities and exchange commission logo
July 13, 2023
Anton Feingold
Corporate Secretary
Ares Acquisition Corp
245 Park Avenue, 44th Floor
New York, New York 10167
Re: Ares Acquisition
Corp
Amendment No. 3 to
Registration Statement on Form S-4
Filed July 3, 2023
File No. 333-269400
Dear Anton Feingold:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
27, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4
Unaudited Pro forma Condensed Combined Financial Information
Accounting for the Business Combination, page 228
1. We note your response
to prior comment number one. It appears the merger between X-
energy and AAC should
be accounted for as a reverse recapitalization, with AAC being
treated as the
"acquired" company for financial reporting purposes. It also appears for
accounting purposes,
the reverse recapitalization will be the equivalent of X-energy
issuing stock for the
net assets of AAC, accompanied by a recapitalization, resulting in the
business combination
being an in-substance capital transaction. It further appears the net
assets of AAC should be
stated at historical cost with no goodwill or other intangible
assets recorded. If you
agree, please modify your accounting treatment disclosure to state
Anton Feingold
FirstName LastNameAnton Feingold
Ares Acquisition Corp
Comapany
July NameAres Acquisition Corp
13, 2023
July 13,
Page 2 2023 Page 2
FirstName LastName
such or otherwise provide us with a comprehensive VIE analysis
supporting your
assertion that X-energy is a VIE and AAC is the primary beneficiary.
General
2. Please provide us with any correspondence between Barclays and AAC or
X-energy
relating to Barclays' resignation.
3. Please provide us with the engagement letter between AAC and Barclays.
Please disclose
any ongoing obligations of the company pursuant to the engagement
letter or underwriting
agreement that will survive termination, such as indemnification
provisions, rights of first
refusal, and lockups, and discuss the impacts of those obligations on
the company in the
registration statement.
4. Please provide us with a letter from Barclays stating whether it
agrees with the statements
made in your prospectus related to their resignation and, if not,
stating the respects in
which they do not agree. Please revise your disclosure accordingly to
reflect that you have
discussed the disclosure with Barclays and it either agrees or does
not agree with the
conclusions and the risks associated with such outcome. If Barclays
does not respond,
please revise your disclosure to indicate you have asked and not
received a response and
disclose the risks to investors.
5. Please revise your disclosure to caution investors that they should
not place any reliance
on the fact that Barclays has been previously involved with the
transaction and/or the
SPAC.
6. We understand that Barclays has waived the deferred underwriting
commissions that
would otherwise be due to it upon the closing of the business
combination. Please disclose
how this waiver was obtained, why the waiver was agreed to, and
clarify the SPAC s
current relationship with Barclays. Revise your pro forma financial
information and
relevant disclosure referring to the payment of deferred underwriting
commissions.
7. Please describe what relationship existed between Barclays and AAC
after the close of the
IPO, including any financial or merger-related advisory services
conducted by Barclays.
For example, clarify whether Barclays had any role in the
identification or evaluation of
business combination targets.
8. We note your disclosure that "Barclays did not specify any reasons for
its refusal to act in
any capacity in connection with the Business Combination or the waiver
of its entitlement
to the deferred underwriting fees." If there was no dialogue and you
did not seek out the
reasons why Barclays was waiving deferred fees, despite already
completing their
services, please indicate so in your registration statement. Further,
revise the risk factor
disclosure to explicitly clarify that Barclays has performed all their
obligations to obtain
the fee and therefore is gratuitously waiving the right to be
compensated.
You may contact Eiko Yaoita Pyles at 202-551-3587 or Kevin Stertzel at
202-551- 3723
if you have questions regarding comments on the financial statements and
related matters. Please
Anton Feingold
Ares Acquisition Corp
July 13, 2023
Page 3
contact Eranga Dias at 202-551-8107 or Evan Ewing at 202-551-5920 with any
other questions.
FirstName LastNameAnton Feingold Sincerely,
Comapany NameAres Acquisition Corp
Division of
Corporation Finance
July 13, 2023 Page 3 Office of
Manufacturing
FirstName LastName