RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Class B Ordinary Shares On June 5, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration of the Company’s Class B ordinary shares. On January 13, 2021, the Sponsor transferred 50,000 Class B ordinary shares to each of the Company’s independent directors. These 150,000 Class B ordinary shares were not subject to forfeiture in the event the underwriters’ over-allotment was not exercised. The Sponsor had agreed to forfeit up to 3,262,500 Class B ordinary shares to the extent that the underwriters’ over-allotment option was not exercised in full so that the Class B ordinary shares would represent, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. Through February 4, 2021, the Company effectuated share recapitalizations resulting in the Sponsor (and its permitted transferees) holding an aggregate of 25,012,500 Class B ordinary shares. On February 4, 2021, the underwriters partially exercised their over-allotment option; thus, 12,500 shares of Class B ordinary shares were forfeited. The Class B ordinary shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 6. The initial shareholders agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) subsequent to the consummation of a Business Combination, (a) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (b) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note On January 26, 2023, the Sponsor agreed to make monthly Contributions directly to the Trust Account following the approval and implementation of the First Extension by the Company’s shareholders on February 2, 2023. Such Contributions are made pursuant to the Promissory Note issued by the Company to the Sponsor. Such Contributions, which are paid monthly (or a pro rata portion thereof if less than a full month), began on February 3, 2023, and thereafter on the first day of each month (or if such first day is not a business day, on the business day immediately preceding such first day) until the Maturity Date. As of September 30, 2023, the Company has borrowed $9,440,103 under the Promissory Note. On July 24, 2023, the Company amended and restated the Promissory Note, pursuant to which the Sponsor agreed to make Additional Contributions, following the approval and implementation of the Second Extension. The Additional Contributions, which will be paid monthly (or a pro rata portion thereof if less than a full month), commencing August 2, 2023, and thereafter on the first day of each month (or if such first day is not a business day, on the business day immediately preceding such first day) until the A&R Note Maturity Date. The Amended and Restated Promissory Note does not bear any interest, and is repayable by the Company to the Sponsor upon the A&R Note Maturity Date. The A&R Note Maturity Date may be accelerated upon the occurrence of certain events of default. Any outstanding principal under the Amended and Restated Promissory Note may be prepaid at any time by the Company, at its election and without penalty. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 15,333,333 Private Placement Warrants, including 1,733,333 additional Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $23.0 million, in a private placement to the Sponsor. Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. Working Capital Loan On March 1, 2022, the Company entered into a working capital loan agreement with the Sponsor (the “Working Capital Loan”), pursuant to which the Company may borrow up to $2,500,000, for ongoing business expenses and the Business Combination. The Working Capital Loan is non-interest bearing, unsecured and payable upon the consummation of the Business Combination. If the Company completes a Business Combination, the Company would repay the Working Capital Loan out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loan would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loan, but no proceeds held in the Trust Account would be used to repay the Working Capital Loan. The Working Capital Loan would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loan may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, the Company had $2,500,000 and $1,500,000 outstanding borrowings under the Working Capital Loan, respectively. Administrative Service Fee The Company has agreed, commencing on the date of the prospectus, to pay an affiliate of the Sponsor, a monthly fee of $16,667 for general and administrative services including office space, utilities, secretarial and administrative support. This arrangement will terminate upon completion of a Business Combination or the distribution of the Trust Account to the Public Shareholders. The Company incurred $50,001 and $150,003 in connection with such services for the three and nine months ended September 30, 2023 and 2022, respectively, as presented within general and administrative expenses in the accompanying unaudited condensed statements of operations. As of September 30, 2023, the Company had $50,001 outstanding due to a related party in connection with such services as reflected in the accompanying unaudited condensed balance sheets. As of December 31, 2022, the Company had no outstanding balance in due to related party in connection with such services. Advances from Related Parties Affiliates of the Sponsor paid certain operating costs on behalf of the Company. These advances are due on demand and are non-interest bearing. As of September 30, 2023 and December 31, 2022, there were $979,409 and $60,921, respectively, in due to related party as reflected in the accompanying unaudited condensed balance sheets. Preferred Stock PIPE Financing On September 12, 2023, we 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 the Sponsor. Pursuant to the Preferred Stock Subscription Agreement, AAC Holdings II agreed to subscribe for and purchase, and the Company agreed to issue and sell to AAC Holdings II, on the closing of a Business Combination, 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 “Preferred Stock PIPE Financing”). The Preferred Stock Subscription Agreement, and the Preferred Stock PIPE Financing, superseded the commitment under that certain commitment letter, dated as of December 5, 2022, with AAC Holdings II, as subsequently amended on June 11, 2023, by and among the Company, X-energy and AAC Holdings II. On September 12, 2023, in connection with the Preferred Stock PIPE Financing, the Company 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 Terminated Business Combination, to contribute or cause to be contributed to X-energy an amount in cash (the “Contribution Amount”), which was anticipated to be approximately $30,000,000. Upon receipt of the Contribution Amount, X-energy will issue to the Guarantor or its designees units of X-energy with a value equal to the Contribution Amount. In connection with the closing of a Business Combination, the Guarantor or its applicable designees will contribute all such units to the Company and the Company will issue to the Guarantor or its applicable designees a number of shares of Series A Convertible Preferred Stock determined by dividing (a) the Contribution Amount, by (b) $1,000 per share, subject to the terms of the Letter Agreement.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

Ares Acquisition Corp 10-Q