Filed by Ares Acquisition Corporation and X-Energy
Reactor Company, LLC
Pursuant to Rule 425 under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Ares Acquisition Corporation (File No. 001-39972)
ARES ACQUISITION CORPORATION ANNOUNCES CHANGE OF EXTRAORDINARY GENERAL MEETING DATE
NEW YORK, NY January 18, 2023 (BUSINESS WIRE) Ares Acquisition Corporation (AAC or the Company)
(NYSE: AAC.U, AAC, AAC WS) announced today that its extraordinary general meeting of shareholders (the Shareholder Meeting) originally scheduled for January 24, 2023, is being postponed to
February 2, 2023. At the Shareholder Meeting, shareholders will be asked to consider and vote on a proposal: (1) to amend the Companys amended and restated memorandum and articles of association (the Memorandum and Articles of
Association) to extend the date by which the Company has to consummate a business combination (such extension, the Charter Extension) from February 4, 2023 to August 4, 2023, or such earlier date as determined by the
Companys board of directors in its sole discretion (the Charter Extension Date and such proposal, the Extension Amendment Proposal); (2) to amend the Memorandum and Articles of Association to delete: (A) the
limitation on share repurchases prior to the consummation of a business combination that would cause the Companys net tangible assets to be less than $5,000,001 following such repurchases; (B) the limitation that the Company shall not
consummate a business combination if it would cause the Companys net tangible assets to be less than $5,000,001; and (C) the limitation that the Company shall not redeem the Class A ordinary shares, par value $0.0001 per share (the
Class A ordinary shares), issued as part of the units sold in the Companys initial public offering that would cause the Companys net tangible assets to be less than $5,000,001 following such redemptions; and (3) to
adjourn the Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares
and Class B ordinary shares, par value $0.0001 per share (the Class B ordinary shares), in the capital of the Company represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the
Shareholder Meeting to approve the Extension Amendment Proposal.
As a result of this postponement, the Shareholder Meeting will now be held at 9:30 a.m.,
Eastern Time, on February 2, 2023, via a live webcast at https://www.cstproxy.com/aresacquisitioncorporation/2023. Also, as a result of this change, the Company has extended the deadline for delivery of redemption requests from the
Companys shareholders from 5:00 p.m., Eastern Time, on January 20, 2023, to 5:00 p.m., Eastern Time, on January 31, 2023.
The Company
plans to continue to solicit proxies from shareholders during the period prior to the Shareholder Meeting. Only holders of record of Class A ordinary shares and Class B ordinary shares as of the close of business on December 15, 2022,
the record date for the Shareholder Meeting are entitled to vote at the Shareholder Meeting or any adjournment thereof.
About Ares Acquisition
Corporation
Ares Acquisition Corporation (NYSE: AAC) is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation,
formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North
America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com.