United States securities and exchange commission logo
October 6, 2023
Anton Feingold
Corporate Secretary
Ares Acquisition Corp
245 Park Avenue, 44th Floor
New York, New York 10167
Re: Ares Acquisition
Corp
Amendment No. 5 to
Registration Statement on Form S-4
Filed September 22,
2023
File No. 333-269400
Dear Anton Feingold:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 5 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments and Assumptions to the Unaudited Pro Forma Condensed
Consolidated
Combined Balance Sheet
Adjustment C, page 227
1. We note that you did
not classify the Series A Preferred Stock as a liability pursuant to
ASC 480, as you state
it is convertible into a fixed number of shares, among other factors.
However, your
disclosure on page 220 states that the Conversion Price will automatically
reset upon the Reset
Date to be equal to the lower of (x) the initial Conversion Price and
(y) the higher of (A)
$7.00 or (B) the volume-weighted average price of the Class A
Common Stock for the
365 day period ending on the trading day immediately preceding
the Reset Date. Please
revise your disclosure to correct this inconsistency or
otherwise provide us
with your analysis for not classifying the preferred stock as a
liability pursuant to
ASC 480.
Anton Feingold
Ares Acquisition Corp
October 6, 2023
Page 2
2. We note that the New X-Energy may convert all (but not less than all)
of the then-
outstanding shares of Series A Preferred Stock into shares of New
X-energy Class A
Common Stock when certain conditions are met. Please tell us how you
accounted for
this embedded feature. In this regard, please include a discussion of
your basis for
bifurcating or not bifurcating this feature from the Series A
Preferred Stock including the
authoritative accounting guidance which supports your conclusion.
Adjustment Q, page 229
3. Your disclosures indicate that the consummation of the Business
Combination Agreement
is conditioned upon the satisfaction or waiver by the parties to the
Business Combination
Agreement of certain customary closing conditions, including the
Available Closing Cash
being no less than an amount (not less than zero) equal to (a)
$120,000,000 minus (b) the
aggregate amounts actually funded in connection with any Permitted
Financing (e.g., page
6). Please prominently disclose whether you would be able to meet the
minimum cash
condition under the maximum redemption scenario. It is unclear why you
have omitted
the capital raised from the Series C-2 and PIPE investors from your
pro forma
presentation. If your alternative sources of financing are not firmly
committed, please
revise your pro forma financial statements to reflect the maximum
number of shares that
could be redeemed without violating the minimum cash condition.
Please 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
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
October 6, 2023 Page 2 Office of
Manufacturing
FirstName LastName