aac-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-39972

ARES ACQUISITION CORPORATION

(Exact name of Registrant as specified in its charter)


Cayman Islands	001-39972	98-1538872
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

245 Park Avenue, 44th Floor, New York, NY 10167

(Address of principal executive office) (Zip Code)

(310) 201-4100

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A Ordinary Share, $0.0001 par value, 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company.” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 2, 2023, 46,997,081 Class A ordinary shares, par value $0.0001, and 25,000,000 Class B ordinary shares, par value $0.0001, were issued and outstanding.

ARES ACQUISITION CORPORATION

Quarterly Report on Form 10-Q

Table of Contents



						Page
PART I—FINANCIAL INFORMATION
Item 1. Unaudited Condensed Financial Statements						1
Condensed Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022						1
Unaudited Condensed Statements of Operations for the three months ended March 31, 2023 and 2022						2
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2023 and 2022						3
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022						4
Notes to Unaudited Condensed Financial Statements						5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						18
Item 3. Quantitative and Qualitative Disclosures about Market Risk						21
Item 4. Controls And Procedures						22
PART II—OTHER INFORMATION
Item 1. Legal Proceedings						22
Item 1A. Risk Factors						22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities						23
Item 3. Defaults Upon Senior Securities						23
Item 4. Mine Safety Disclosure						23
Item 5. Other Information						23
Item 6. Exhibits						24
Signatures						25


	As of March 31,		As of December 31,
	2023		2022
	(Unaudited)

Assets
Current assets:
Cash	$	90,852	$	37,982
Prepaid expenses	46,252		57,577

Total current assets	137,104		95,559
Investments held in Trust Account	484,900,806		1,013,382,491
Total assets	$	485,037,910	$	1,013,478,050

Liabilities and shareholders’ deficit
Current liabilities
Accrued expenses	$	11,314,616	$	8,114,773
Due to related party	213,278		60,921
Promissory note	2,314,286		—
Working capital loan	2,100,000		1,500,000
Total current liabilities	15,942,180		9,675,694
Warrant liabilities	31,093,333		16,475,933
Deferred underwriting commissions	35,000,000		35,000,000
Total liabilities	82,035,513		61,151,627

Commitments and contingencies
Class A ordinary shares, $0.0001 par value; 46,997,081 and 100,000,000 shares subject to possible redemption at $10.32 and $10.13 per share at March 31, 2023 and December 31, 2022, respectively	484,800,806		1,013,282,491

Shareholders’ deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	—		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; none issued and outstanding (excluding 46,997,081 and 100,000,000 shares subject to possible redemption at March 31, 2023 and December 31, 2022, respectively)	—		—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 25,000,000 shares issued and outstanding at March 31, 2023 and December 31, 2022	2,500		2,500

Accumulated deficit	(81,800,909)		(60,958,568)
Total shareholders’ deficit	(81,798,409)		(60,956,068)
Total liabilities and shareholders’ deficit	$	485,037,910	$	1,013,478,050


	For the three months ended March 31,
	2023		2022

General and administrative expenses	$	3,910,654	$	413,517
Loss from operations	(3,910,654)		(413,517)
Other income (expense):
Investment income on investments held in Trust Account	8,189,192		330,519

Change in fair value of warrant liabilities	(14,617,400)		17,146,154
Total other income (expense)	(6,428,208)		17,476,673
Net income (loss)	$	(10,338,862)	$	17,063,156

Basic and diluted weighted average shares outstanding of Class A ordinary shares	73,498,541		100,000,000
Basic and diluted net income (loss) per share, Class A ordinary shares	$	(0.10)	$	0.14
Basic and diluted weighted average shares outstanding of Class B ordinary shares	25,000,000		25,000,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	(0.10)	$	0.14


		For the three months ended March 31, 2023
		Ordinary Shares			Additional Paid-in Capital		Accumulated Deficit		Total Shareholders’ Deficit
	Class B
		Shares	Amount
Balance at December 31, 2022		25,000,000	$	2,500	$	—	$	(60,958,568)	$	(60,956,068)

Sponsor deposits to Trust Account		—	—		—		(2,314,286)		(2,314,286)
Accretion of Class A ordinary shares to redemption amount		—	—		—		(8,189,193)		(8,189,193)
Net loss		—	—		—		(10,338,862)		(10,338,862)
Balance at March 31, 2023		25,000,000	$	2,500	$	—	$	(81,800,909)	$	(81,798,409)








Class A ordinary shares subject to possible redemption as of December 31, 2021	$	1,000,000,000
Plus:
Accretion of carrying value to redemption value	13,282,491
Class A ordinary shares subject to possible redemption as of December 31, 2022	1,013,282,491
Less:
Redemption of Class A ordinary shares	(538,985,164)
Plus:
Sponsor deposits to Trust Account	2,314,286
Accretion of carrying value to redemption value	8,189,193
Class A ordinary shares subject to possible redemption as of March 31, 2023	$	484,800,806


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
As of March 31, 2023:
Assets, at fair value
Investments held in Trust Account:	$	484,900,806	$	—	$	—
Liabilities, at fair value
Public Warrants	$	17,600,000	$	—	$	—
Private Placement Warrants	$	—	$	13,493,333	$	—

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
As of December 31, 2022:
Assets, at fair value
Investments held in Trust Account:	$	1,013,382,491	$	—	$	—
Liabilities, at fair value
Public Warrants	$	9,326,000	$	—	$	—
Private Placement Warrants	$	—	$	7,149,933	$	—






Warrant liabilities at December 31, 2021	$	13,882,522
Change in fair value of derivative warrant liabilities	(7,564,154)

Warrant liabilities at March 31, 2022	$	6,318,368


Exhibit No.						Description
31.1*						Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						XBRL Instance Document
101.SCH*						XBRL Taxonomy Extension Schema Document
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


	ARES ACQUISITION CORPORATION


Dated: May 8, 2023		By:	/s/ David B. Kaplan
		Name:	David B. Kaplan
		Title:	Chief Executive Officer and Co-Chairman

Dated: May 8, 2023		By:	/s/ Jarrod Phillips
		Name:	Jarrod Phillips
		Title:	Chief Financial Officer

SEC Form 10-Q filed by Ares Acquisition Corporation