UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August 1~~September 12, 2023

ARES ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	001-39972	98-1538872
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

245 Park Avenue, 44th Floor

New York, New York 10167

(Address of Principal Executive Offices) (Zip Code)

(310) 201-4100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value per share, and one-fifth of one redeemable warrant	AAC.U	New York Stock Exchange
Class A Ordinary Shares included as part of the units	AAC	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	AAC WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0301. ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

OnSecond ~~August 1,~~Amendment ~~2023, Ares Acquisition Corporation (“AAC” or the “Company”) held an extraordinary general meeting (the “Shareholder Meeting”) at which the Company’s shareholders approved a proposal~~ to ~~amend~~Business ~~the~~Combination ~~Company’s~~Agreement amended and restated memorandum and articles of association (as amended, the “Memorandum and Articles of Association”) to extend the date by which the Company has to consummate a business combination (the “Charter Extension”) from August 4, 2023 to November 6, 2023, or such earlier date as the Company’s board of directors may approve in accordance with the Memorandum and Articles of Association (the “Extension Amendment Proposal”). The Extension Amendment Proposal is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 12, 2023 (the “Proxy Statement”). The final voting results of the Extension Amendment Proposal voted upon at the Shareholder Meeting are indicated below.

~~The~~On ~~foregoing~~September 12, ~~description~~2023, isAres ~~qualified~~Acquisition inCorporation, ~~its~~a ~~entirety~~Cayman byIslands ~~reference~~exempted company (which intends to ~~the~~domesticate ~~amendment~~as a Delaware corporation prior to the ~~Memorandum~~closing of the Business Combination) (“AAC”), and ~~Articles~~X-Energy Reactor ofCompany, ~~Association~~LLC, a ~~copy~~Delaware oflimited liability company (“X-energy”), entered into the Second Amendment to Business Combination Agreement (the “Second Amendment”), which isamends ~~attached~~the previously announced Business Combination Agreement, dated as ~~Exhibit~~of 3.December 5, 2022 (as amended by the First Amendment to Business Combination Agreement, dated as of June 11, 2023, and the Second Amendment, the “Business Combination Agreement”), by and among AAC, X-energy and, solely for purposes of Section 1.01(f), ~~hereto~~Section 6.25 and isArticle ~~incorporated~~IX of the Business Combination Agreement, certain other parties thereto. The transactions contemplated by ~~reference~~the ~~herein~~Business Combination Agreement are referred to as the “Business Combination.” Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the meanings given to them in the Business Combination Agreement.

~~Item~~Pursuant ~~5.07~~to ~~Submission~~the ofSecond ~~Matters~~Amendment, AAC and X-energy have agreed to, aamong ~~Vote~~other things, amend the definition of ~~Security~~“Base ~~Holders~~Purchase Price” to decrease the pre-transaction equity value given to X-energy from $1,800,000,000 to $1,050,000,000.

The ~~information~~foregoing ~~disclosed~~description ~~under~~of ~~Item~~the ~~5.03~~Second ofAmendment ~~this~~does ~~Current~~not ~~Report~~purport onto ~~Form~~be ~~8-K~~complete ~~(this~~and ~~“Current~~is ~~Report”)~~qualified isin ~~incorporated~~its entirety by reference ~~into~~to ~~this~~the ~~Item~~full 5text of the Second Amendment, a copy of which is included as Exhibit 2.071 to, and the ~~extent~~terms ~~required~~of ~~herein~~which are incorporated by reference in, this Current Report on Form 8-K.

AtPreferred ~~the~~Stock ~~Shareholder~~PIPE ~~Meeting,~~Financing holders of 36,950,974 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and 25,000,000 Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”) were present in person, virtually over the internet or by proxy, representing approximately 86.0% of the voting power of the Ordinary Shares as of June 23, 2023, the record date for the Shareholder Meeting, and constituting a quorum for the transaction of business. A summary of the voting results at the Shareholder Meeting is set forth below:

~~The~~Concurrently ~~shareholders~~with ~~approved~~the execution of the ~~Extension~~Second Amendment, ~~Proposal~~AAC entered into a subscription agreement (the “Preferred Stock Subscription Agreement”) with AAC Holdings II LP (“AAC Holdings II”), a Delaware limited liability company that is affiliated with AAC’s sponsor, Ares Acquisition Holdings LP, a Cayman Islands exempted limited partnership. Pursuant to the Preferred Stock Subscription Agreement, AAC Holdings II agreed to subscribe for and purchase, and AAC agreed to issue and sell to AAC Holdings II, on the ~~voting~~Closing ~~results~~Date, an aggregate of 50,000 shares of Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”) for an aggregate purchase price of $50,000,000 (the ~~proposal~~“Preferred ~~were~~Stock asPIPE Financing”). ~~follows:~~

The ~~Extension~~closing ~~Amendment~~of ~~Proposal~~the Preferred Stock PIPE Financing is contingent upon, among other things, all conditions precedent to the closing of the transactions contemplated by the Preferred Stock Subscription Agreement having been satisfied or waived, and the closing of the Business Combination occurring substantially concurrently with the closing of the transactions contemplated by the Preferred Stock Subscription Agreement. The Preferred Stock Subscription Agreement provides that AAC will grant AAC Holdings II in the Preferred Stock PIPE Financing certain customary registration rights.

Proposal No.		Ordinary Shares Votes For		Ordinary Shares Votes Against		Ordinary Shares Abstentions
1.		61,940,182		7,516		3,276

The foregoing description of the Preferred Stock Subscription Agreement and the Preferred Stock PIPE Financing is subject to and qualified in its entirety by reference to the full text of the Preferred Stock Subscription Agreement, a copy of which is attached as Exhibit 10.1 to, and the terms of which are incorporated by reference in, this Current Report on Form 8-K.

AsLetter ~~there~~Agreement ~~were sufficient votes to approve the Extension Amendment Proposal, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.~~

~~Item~~On 8September 12, 2023, in connection with the Preferred Stock PIPE Financing, AAC entered into a letter agreement (the “Letter Agreement”) with X-energy and Ghaffarian Enterprises, LLC (the “Guarantor”), pursuant to which the Guarantor agreed, in connection with the consummation of the Business Combination, to contribute or cause to be contributed to X-energy an amount in cash (the “Contribution Amount”), which is currently anticipated to be approximately $30,000,000.01 ~~Other~~X-energy ~~Events~~intends to use the Contribution Amount, along with cash on the balance sheet, to repay certain loans, accrued and unpaid interest and related fees pursuant to that certain credit agreement, dated July 28, 2020, as amended and restated, between X-Energy LLC, a wholly-owned subsidiary of X-energy, and Pershing LLC, an affiliate of Bank of New York Mellon. As consideration for such contribution, the Guarantor or its designees will be entitled to receive a number of shares of Series A Convertible Preferred Stock determined by dividing (x) the Contribution Amount, by (y) $1,000 per share, subject to the terms of the Letter Agreement.

~~Sponsor~~The ~~Contribution~~foregoing description of the Letter Agreement is subject to and qualified in its entirety by reference to the ~~Trust~~full ~~Account~~text of the Letter Agreement, a copy of which is attached as Exhibit 10.2 to, and the terms of which are incorporated by reference in, this Current Report on Form 8-K.

AsItem previously announced, (a) on January 26, 2023 the Company issued an unsecured promissory note (the “Original Promissory Note”) in an aggregate principal amount of up to $7,200,000 to the Company’s sponsor, Ares Acquisition Holdings LP (the “Sponsor”) and (b) on July 24, 2023, the Company amended and restated the Original Promissory Note (the “Amended and Restated Note”) to increase the aggregate principal amount thereunder to up to $10,800,000, representing the continuation of monthly deposits directly to the Company’s trust account (the “Trust Account”) of $03.~~0255~~02. ~~for~~Unregistered ~~each~~Sales ~~outstanding Class A Ordinary Share (each deposit, an “Additional Contribution”), following and subject to the approval~~ of ~~the~~Equity ~~Extension Amendment Proposal~~Securities.

The ~~Additional~~disclosure ~~Contributions,~~set ~~which~~forth ~~will~~above bein ~~paid~~Item ~~monthly~~1.01 ~~(or~~of athis ~~pro~~Current ~~rata~~Report ~~portion thereof if less than a full month), will begin~~ on ~~August~~Form ~~2, 2023 (in lieu of any payment on August~~8-K 1,with ~~2023),~~respect ~~and~~to ~~thereafter on~~ the ~~first~~issuance ~~day~~ of ~~each~~shares ~~month~~of ~~(or~~Series ifA ~~such~~Convertible ~~first~~Preferred ~~day~~Stock isin ~~not a business day, on~~ the ~~business~~Preferred ~~day~~Stock ~~immediately~~PIPE ~~preceding such first day) until the earlier of (i) the consummation of a business combination~~Financing, and ~~(ii) November 6,~~pursuant ~~2023~~to ~~(or~~the ~~any~~Letter ~~earlier date of termination~~Agreement, ~~dissolution~~will ornot ~~winding~~be upregistered ofunder the Securities ~~Company~~Act ~~in accordance with its Memorandum and Articles~~ of ~~Association~~1933, or as ~~otherwise~~amended ~~determined in the sole discretion of the Company’s board of directors)~~ (the ~~earlier of (i) and (ii), the~~ “~~Maturity~~Securities ~~Date~~Act”)., ~~The Amended~~ and ~~Restated Note~~ will ~~not bear any interest and will~~ be ~~repayable~~issued byin ~~the~~reliance ~~Company~~on to the ~~Sponsor~~exemption ~~upon~~from ~~the~~registration ~~Maturity~~requirements ~~Date.~~thereof ~~The~~provided ~~funds~~by ~~in the Trust Account remain invested in U.S. government treasury obligations with~~ Section 4(a)(2) ~~maturity~~ of ~~185~~the ~~days~~Securities orAct ~~less~~ and/or Regulation inD promulgated ~~money~~thereunder ~~market funds investing solely in U.S. government treasury obligations. The Maturity Date may be accelerated upon the occurrence of an “Event of Default” (~~as ~~defined~~a intransaction ~~the Amended and Restated Note). Any outstanding principal under the Amended and Restated Note may be prepaid at any time~~ by ~~the~~an ~~Company,~~issuer atnot ~~its~~involving ~~election~~a ~~and~~public ~~without penalty~~offering.

~~Redemptions~~Item 7.01. Regulation FD Disclosure.

~~The~~On ~~information~~September 13, ~~disclosed~~2023, ~~under~~AAC ~~Item~~and ~~5.03~~X-energy issued a joint press release announcing their entry into the Second Amendment and ~~Item~~AAC’s ~~5.07~~entry ofinto ~~this~~the ~~Current~~Preferred ~~Report~~Stock Subscription Agreement and the Letter Agreement in connection with the Preferred Stock PIPE Financing. The press release is furnished as Exhibit 99.1 and incorporated by reference into this Item 87.01 ~~to the extent required herein~~.

InFurnished ~~connection~~herewith ~~with~~as ~~the~~Exhibit ~~vote~~99.2 tohereto ~~approve~~and ~~the~~incorporated ~~Extension~~by ~~Amendment~~reference ~~Proposal,~~herein ~~holders~~is ofthe ~~1,392,821~~investor ~~Class A~~presentation ~~Ordinary~~dated ~~Shares~~September 13, ~~exercised~~2023 ~~their~~(the ~~right~~“Investor toPresentation”), ~~redeem~~which ~~their~~will ~~shares~~be ~~for~~used ~~cash~~by atAAC, afrom ~~redemption~~time ~~price~~to ~~of approximately $10.58 per share~~time, ~~for~~with anrespect ~~aggregate~~to ~~redemption~~the ~~amount~~previously ofannounced ~~approximately~~Business ~~$14,733,061.04.~~Combination Asinvolving aAAC ~~result, approximately $14,733,061~~and X-energy.04 ~~will~~The beinformation ~~removed~~contained ~~from~~in the ~~Trust~~Investor ~~Account~~Presentation tois ~~redeem~~illustrative ~~such~~summary ~~shares~~information ~~and~~that ~~45,604,260~~should ~~Class A~~be ~~Ordinary~~considered ~~Shares~~in ~~will remain outstanding after~~ the ~~redemption~~context ~~has~~of ~~been~~AAC’s ~~effected.~~filings ~~Upon~~with ~~payment of~~ the ~~redemption, approximately $482,395,329~~U.56S. ~~will~~Securities ~~remain~~and inExchange Commission (the ~~Trust~~“SEC”) ~~Account~~and ~~prior~~other topublic ~~any~~announcements ~~Additional~~that ~~Contribution~~AAC ~~made~~may make by ~~the~~press ~~Sponsor~~release ~~pursuant~~or tootherwise ~~the~~from ~~Amended~~time ~~and~~to ~~Restated Note~~time.

OnThe ~~August~~ information referenced under Item 7.01 (including Exhibits 99.1 and 99.2 referenced in Item 9.01 below) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, ~~2023~~as such, ~~AAC~~shall ~~issued~~not abe ~~press~~deemed ~~release~~to ~~announcing~~be “filed” for the ~~number~~purposes of Section 18 of the ~~Company’s~~Securities ~~Class A~~Exchange ~~Ordinary~~Act ~~Shares~~of ~~that~~1934, ~~had~~as ~~been~~amended ~~validly~~(the ~~redeemed~~“Exchange byAct”), ~~shareholders~~or otherwise subject to the liabilities of that Section. The information set forth in ~~accordance~~this ~~with~~Current ~~Article~~Report 49on Form 8-K (including Exhibits 99.51 ofand 99.2 referenced in Item 9.01 below) shall not be incorporated by reference into any registration statement, report or other document filed by the ~~Memorandum~~Company ~~and~~pursuant ~~Articles~~to ofthe ~~Association~~Securities Act, asor ~~well~~the Exchange Act, except as ~~amounts~~shall ~~that~~be ~~will~~expressly ~~remain~~set inforth ~~the~~by ~~Trust~~specific ~~Account~~reference in such filing.

A copy of the press release is attached to this Current Report on as Exhibit 99.1 and is incorporated herein by reference.

Business Combination Agreement

As previously announced, AAC and X-Energy Reactor Company, LLC, a Delaware limited liability company (“X-energy”), entered into a Business Combination Agreement, dated as of December 5, 2022 (as amended on June 11, 2023 and as it may be further amended or supplemented from time to time, the “Business Combination Agreement”), by and among AAC, X-energy and, solely for purposes of Section 1.01(f), Section 6.25 and Article IX of the Business Combination Agreement, certain other parties thereto. In connection with the Charter Extension and the approval of the Extension Amendment Proposal, AAC and X-energy agreed and acknowledged that the outside date under the Business Combination Agreement has been extended to November 6, 2023.

Additional Information and Where to Find It

~~On July 12, 2023, AAC filed a definitive proxy statement with the SEC in connection with its solicitation of proxies for the Shareholder Meeting.~~ In connection with the ~~business combination (the “~~Business Combination~~”) with X-energy~~, AAC ~~has~~ filed a registration statement on Form S-4 on January 25, 2023, (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto, filed on March 24, 2023, June 12, 2023, July 3, 2023 and July 25, 2023, respectively, the “Registration Statement”) with the SEC, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ~~Ordinary~~ordinary ~~Shares~~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 equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC has filed and will file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/~~pROSPECTUS~~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.

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 contains certain forward-looking statements within the meaning of the federal securities laws with respect to the ~~Additional~~Business ~~Contributions~~Combination and the ~~Business~~Preferred ~~Combination~~Stock PIPE Financing, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination and the Preferred Stock PIPE Financing, 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, including ~~as a result of redemptions or~~ the ~~failure~~Preferred byStock ~~shareholders~~PIPE ~~to adopt the Extension Amendment Proposal~~Financing; (3) the 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) the failure to obtain additional funding from the U.S. government or our ARDP partner for the ARDP; (5) unexpected increased project costs, increasing as a result of macroeconomic factors, such as inflation and rising interest rates; (6) 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; (7) the risk that any proposed business combination disrupts current plans and operations; (8) 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; (9) costs related to the proposed ~~Business~~business ~~Combination~~combination and the Preferred Stock PIPE Financing; (10) changes in the applicable laws or regulations; (11) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (12) the persistent impact of the global COVID-19 pandemic; (13) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (14) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (15) whether government funding for high assay low enriched uranium for government or commercial uses will result in adequate supply on anticipated timelines to support X-energy’s business; (16) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (17) 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; (18) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (19) 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~~energy, Inc. with the SEC.

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 Registration Statement and the proxy statement/prospectus related to the transaction, 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 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. Neither X-energy nor AAC gives any assurance that either X-energy or AAC, respectively, will achieve its expectations.

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. Neither X-energy nor AAC gives any assurance that either X-energy or AAC, respectively, will achieve its expectations.

No Offer or Solicitation

This Current Report 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.

Participants in the Solicitation

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 Number		Description
3.1		Second Amendment to the Amended and Restated Memorandum and Articles of Association.
2.1		Second Amendment to Business Combination Agreement, dated as of September 12, 2023, by and between Ares Acquisition Corporation and X-Energy Reactor Company, LLC.
99.1		Press Release, dated August 1, 2023.
10.1		Preferred Stock Subscription Agreement, dated as of September 12, 2023, by and between Ares Acquisition Corporation and AAC Holdings II LP.
10.2		Letter Agreement, dated as of September 12, 2023, by and among Ares Acquisition Corporation, X-Energy Reactor Company, LLC and Ghaffarian Enterprises, LLC.
99.1		Press Release, dated as of September 13, 2023.
99.2		Investor Presentation, dated as of September 13, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~Current~~report ~~Report~~ to be signed on its behalf by the undersigned hereunto duly authorized.

	Ares Acquisition Corporation
	ARES ACQUISITION CORPORATION
August 1, 2023
Dated: September 13, 2023
	By:	/s/ David B. Kaplan
	Name:	David B. Kaplan
	Title:	Chief Executive Officer and Co-Chairman

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