X-energy and Ares Acquisition Corporation Mutually Agree to Terminate Business Combination Agreement - Seite 2

“While the persistently volatile public market conditions over the course of 2023 have led to this mutual decision, we remain steadfast in our belief in X-energy’s exceptional talent, differentiated nuclear technology and mission to deliver affordable, zero-carbon energy on a global scale,” said David Kaplan, Co-Chairman and Chief Executive Officer of AAC and Co-Founder, Director and Partner of Ares Management Corporation. “We remain unwavering in our belief in the significant market opportunity for X-energy, and we look forward to supporting the company through its successes ahead.”

An investment vehicle affiliated with Ares Management Corporation (NYSE: ARES) has agreed to make a private investment into X-energy in order to support X-energy’s continued growth as a private company.

Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the business combination agreement. Pursuant to the terms of the termination agreement between AAC and X-energy, X-energy assumed from AAC and agreed to pay, perform and discharge the liabilities of AAC with respect to the payment in cash of certain fees, costs and expenses of AAC and its affiliates.

In view of the termination of the Business Combination Agreement, AAC determined that it will not be able to consummate an initial business combination within the time period required by its amended and restated memorandum and articles of association (as amended, the “Articles”). As such, AAC intends to dissolve and liquidate in accordance with the provisions of the Articles and will redeem all of the outstanding Class A Ordinary Shares, par value $0.0001 per share (the “Public Shares”), on or about November 7, 2023.

AAC anticipates that the last day of trading in the Public Shares will be November 6, 2023 and that, as of the open of business on November 7, 2023, the Public Shares, including those that were not submitted for redemption, will be suspended from trading, will be deemed cancelled and will represent only the right to receive the per-share redemption price for the Public Shares of approximately $10.79 (the “Per-Share Redemption Amount”), based on the amount in the Trust Account as of October 27, 2023. In accordance with the terms of the Articles, AAC expects to retain $100,000 of the interest earned on the Trust Account to pay dissolution expenses.