Item 1.01. Entry Into A Material Definitive Agreement.

Business Combination Agreement

On December 5, 2022 (the "Signing Date"), Ares Acquisition Corporation, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) ("AAC"), 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 "Business Combination Agreement"), among AAC, X-Energy Reactor Company, LLC, a Delaware limited liability company ("X-energy") and, solely for purposes of Section 1.01(f), Section 6.25 and Article IX of the Business Combination Agreement, each of The Kamal S. Ghaffarian Revocable Trust (the "Trust"), IBX Company Opportunity Fund 1, LP, a Delaware limited partnership ("IBX Fund 1"), IBX Company Opportunity Fund 2, LP, a Delaware limited partnership ("IBX Fund 2"), IBX Opportunity GP, Inc., a Delaware corporation ("IBX GP"), GM Enterprises LLC, a Delaware limited liability company ("GM Enterprises" and, together with the Trust, IBX Fund 1, IBX Fund 2, IBX GP and GM Enterprises, each, a "Series A Party" and collectively, the "Series A Parties"), and X-Energy Management, LLC, a Delaware limited liability company ("Management LLC"). The transactions contemplated by the Business Combination Agreement are referred to as the "Business Combination." AAC and X-energy are individually referred to as a "Party" and, collectively, the "Parties."

Following the time of the closing (the "Closing," and the date on which the Closing occurs, the "Closing Date") of the Business Combination, the combined company will be organized in an umbrella partnership C corporation structure, in which substantially all of the assets and the business of the combined company will be held by X-energy. The combined company's business will continue to operate through X-energy and its subsidiaries. In connection with the Closing, AAC will change its name to "X-Energy, Inc." (such company after the Closing, "New X-energy").

The Business Combination Agreement and the Business Combination were approved by the boards of directors of each of AAC (including, in the case of the AAC, the special committee of the board of directors (the "Special Committee")) and X-energy.

The Business Combination is expected to close in the second quarter of 2023, following the receipt of the required approval by AAC's shareholders and the fulfillment of other customary closing conditions.

The Domestication

AAC will, subject to obtaining the required shareholder approvals and at least one day prior to the Closing Date, deregister as a Cayman Islands exempted company and transfer by way of continuation to and domesticate as a corporation incorporated under the laws of the State of Delaware (the "Domestication").

Immediately prior to the Domestication, each of the then issued and outstanding Class B ordinary shares of AAC, par value $0.0001 per share (each, a "Cayman Class B Share"), will convert automatically, on a one-for-one basis, into a Class A ordinary share of AAC, par value $0.0001 per share (each, a "Cayman Class A Share") (the "Sponsor Share Conversion"). In connection with the Domestication: (i) each of the then issued and outstanding Cayman Class A Shares will convert automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of AAC (after the Domestication) (the "New X-energy Class A Common Stock"); (ii) each of the then issued and outstanding warrants representing the right to purchase one Cayman Class A Share will convert automatically into a warrant to acquire one share of New X-energy Class A Common Stock pursuant to the related warrant agreement (each warrant, a "New X-energy Warrant"); and (iii) each of the then issued and outstanding units of AAC will be canceled and each holder will be entitled to one share of New X-energy Class A Common Stock and one-fifth of one New X-energy Warrant.

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The Recapitalization

Immediately prior to the Closing, X-energy will effectuate a recapitalization (the "Recapitalization") whereby all outstanding equity securities of X-energy will be converted or exchanged into common units (each, an "X-energy Common Unit" and collectively, the "X-energy Common Units") and unvested earn out units (each, an "Earn Out Unit" and collectively, the "Earn Out Units"), as applicable.

The Business Combination and Consideration

In connection with the Closing:



    (i)  X-energy and AAC will enter into an amended and restated Limited
         Liability Company Operating Agreement of X-energy (the "A&R Operating
         Agreement"), to, among other things, permit the issuance and ownership of
         the post-Recapitalization equity of X-energy as contemplated by the
         Business Combination Agreement and to admit AAC as the managing member of
         X-energy; and



    (ii) AAC will file with the Secretary of State of the State of Delaware an
         amended and restated certificate of incorporation (the "A&R Charter").
         The A&R Charter will, among other things, set forth the rights and
         preferences of the equity interests of New X-energy. In particular, the
         A&R Charter will provide that (i) each share of New X-energy Class A
         Common Stock will have one vote per share and economic rights, (ii) each
         share of Class B common stock of New X-energy, par value $0.0001 per
         share ("New X-energy Class B Common Stock"), will have one vote per share
         and no economic rights, (iii) each share of Class C common stock of New
         X-energy, par value $0.0001 per share ("New X-energy Class C Common
         Stock"), will have ten votes per share and no economic rights and
         (iv) each share of Class D common stock of New X-energy, par value of
         $0.0001 per share ("New X-energy Class D Common Stock"), will have ten
         votes per share and economic rights.

Pursuant to the Business Combination Agreement, New X-energy will issue or cause to be issued to: (a) each member of X-energy (each, a "Member" and collectively, the "Members"), a number of shares of New X-energy Class B Common Stock or New X-energy Class C Common Stock, as applicable, in each case, equal to the number of X-energy Common Units held by such Member as of and on the Closing Date, in exchange for the payment to New X-energy by such Member of adequate consideration (in each case, not to exceed a per-share price equal to the par value per share of the New X-energy Class B Common Stock or New X-energy Class C Common Stock, as applicable) (the "X-energy Equity Holders Subscription Amount"), pursuant to individual subscription agreements to be entered into between each X-energy equityholder and New X-energy; (b) Management LLC, a number of shares of New X-energy Class A Common Stock and Unvested Earn Out Shares (as defined below) to be issued pursuant to a contribution agreement (the "Contribution Agreement"); and (c) each Series A Party, a number of shares of New X-energy Class D Common Stock to be issued pursuant to the Contribution Agreement.

The aggregate consideration to be received in respect of the Business . . .

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of shares of New X-energy pursuant to the Business Combination Agreement is incorporated by reference in this Current Report on Form 8-K. The shares of New X-energy Class A Common Stock that may be issued upon conversion of the Series A Preferred Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated under the Securities Act.

Item 7.01. Regulation FD Disclosure.

On December 6, 2022, AAC and X-energy issued a joint press release announcing their entry into the Business Combination Agreement. The press release is furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01.

Furnished as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the investor presentation that AAC and X-energy have prepared for use in connection with the Business Combination.

The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Additional Information and Where to Find It

In connection with the Business Combination, AAC will file a registration statement on Form S-4 (the "Registration Statement") with the SEC, which will include a preliminary proxy statement/prospectus to be distributed to holders of AAC's ordinary shares in connection with AAC's solicitation of proxies for the vote by AAC's shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equityholders in connection with the Business Combination. After the Registration Statement has been filed and declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement will include information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to AAC's shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. Before making any voting decision, investors and security holders of AAC and X-energy are urged to read the Registration Statement, the proxy statement/prospectus contained therein, and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination as they become available because they will contain important information about the Business Combination.

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Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC's website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward Looking Statements

This Current Report on Form 8-K and certain of the exhibits hereto contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates and X-energy's projected future results. X-energy's actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-energy or X-Energy, Inc. may be adversely affected by other economic, business, and/or competitive factors; (10) the ongoing impact of the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-energy's business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-energy's limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-Energy, Inc. with the SEC.

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The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of AAC's Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID 19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws.

No Offer or Solicitation

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC 's shareholders, in favor of the approval of the proposed transaction. For information regarding AAC's directors and executive officers, please see AAC's Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.                                      Description

2.1†          Business Combination Agreement, dated as of December 5, 2022, by and
            among Ares Acquisition Corporation, X-Energy Reactor Company, LLC and,
            solely for purposes of Section 1.01(f), Section 6.25 and Article IX of
            the Business Combination Agreement, each of The Kamal S. Ghaffarian
            Revocable Trust, IBX Company Opportunity Fund 1, LP, IBX Company
            Opportunity Fund 2, LP, IBX Opportunity GP, Inc., GM Enterprises LLC, and
            X-Energy Management, LLC.

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10.1†       Sponsor Support Agreement, dated December 5, 2022, by and among Ares
          Acquisition Holdings, L.P., Ares Acquisition Corporation, X-Energy
          Reactor Company, LLC, Ares Acquisition Holdings L.P., Stephen Davis,
          Kathryn Marinello and Felicia Thornton.

10.2        Member Support Agreement, dated December 5, 2022, by and among Ares
          Acquisition Corporation, the persons set forth on Schedule I thereto and
          X-Energy Reactor Company, LLC.

10.3        Commitment Letter, dated as of December 5, 2022, by and among Ares
          Acquisition Corporation, X-Energy Reactor Company, LLC and AAC Holdings
          II LP.

99.1        Press Release, dated December 6, 2022.

99.2        Investor Presentation.

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

† Certain of the exhibits and schedules to this exhibit have been omitted in


    accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to
    furnish supplementally a copy of all omitted exhibits and schedules to the
    SEC upon its request.

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