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Table of Contents

As filed with the United States Securities and Exchange Commission on September 21, 2023.

Registration No. 333-269400

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Ares Acquisition Corporation*

(Exact name of registrant as specified in its charter)

Cayman Islands

    

6770

    

98-1538872

(State or Other Jurisdiction
of Incorporation or Organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification Number)

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, New York 10167

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

(310) 201-4100

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Monica J. Shilling, P.C.

Philippa Bond, P.C.

Dov Kogen

H. Thomas Felix

Kirkland & Ellis LLP

2049 Century Park East, 37th Floor

Los Angeles, CA 90067

Tel: (310) 552-4200

    

Paul F.

Sheridan

Nicholas P. Luongo

John J. Slater

Latham & Watkins LLP

555 Eleventh Street, NW, Suite 1000

Washington, D.C. 20004

Tel: (202) 637-2200

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:   

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the 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 7(a)(2)(B) of the Securities Act.   

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   

The registrant amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

*

Prior to the consummation of the Business Combination (the “Closing”) described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), Ares Acquisition Corporation (“AAC”) intends to effect a deregistration under Section 206 of the Companies Act (As Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which AAC’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). After the Domestication, all securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “X-Energy, Inc.” (“New X-energy”).

Table of Contents

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED SEPTEMBER 21, 2023

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
OF ARES ACQUISITION CORPORATION

(A CAYMAN ISLANDS EXEMPTED COMPANY)

AND

PROSPECTUS FOR 45,604,260 SHARES OF CLASS A COMMON STOCK

AND

28,741,076 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK OF
ARES ACQUISITION CORPORATION

(TO BE RENAMED “X-ENERGY, INC.” FOLLOWING DOMESTICATION IN
THE STATE OF DELAWARE AND IN CONNECTION WITH THE BUSINESS COMBINATION
DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS)

The board of directors and the special committee of the board of directors of Ares Acquisition Corporation, a Cayman Islands exempted company (“AAC”), has approved the business combination between AAC and X-Energy Reactor Company, LLC, a Delaware limited liability company (referred to in this proxy statement/prospectus prior to the Business Combination (as defined below) as “X-energy,” and, subsequent to the Business Combination, as “X-energy OpCo”), pursuant to which: (1) AAC will domesticate (the “Domestication”) and continue as a Delaware corporation in accordance with the Delaware General Corporation Law (“DGCL”), the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and the amended and restated memorandum and articles of association of AAC (as may be amended from time to time, the “Cayman Constitutional Documents”); (2) X-energy will complete a recapitalization (the “Recapitalization”) whereby all outstanding equity securities of X-energy, including X-energy’s existing Class A common units, Series A preferred units and Series B preferred units (the “Existing X-energy Securities”), will be converted or exchanged into common units (each, an “X-energy OpCo Common Unit” and collectively, the “X-energy OpCo Common Units”) and unvested earn out units of X-energy OpCo (each, an “Earn Out Unit” and collectively, the “Earn Out Units”), as applicable; (3) at the closing of the transactions contemplated by the Business Combination Agreement (as defined below) (the “Closing”) and following the Domestication and the Recapitalization, (a) AAC will acquire equity securities and become the managing member of X-energy OpCo, (b) X-Energy Management, LLC, a Delaware limited liability company (“Management LLC”), will contribute all of its X-energy OpCo Common Units to AAC in exchange for an equal number of shares of New X-energy Class A Common Stock (as defined below) and all of its Earn Out Units for an equal number of shares of New X-energy Class A Common Stock subject to vesting terms identical to the Earn Out Units (“Earn Out Shares”) (the “Management LLC Exchange”), (c) each of the Series A Parties (as defined in this proxy statement/prospectus) will contribute a portion of their respective X-energy OpCo Common Units to AAC in exchange for an equal number of shares of New X-energy Class D Common Stock (as defined below) (the “Series A Parties Exchange” and the Management LLC Exchange and the Series A Parties Exchange, collectively, the “Closing Equity Exchange”) and (d) AAC will issue voting equity securities without economic rights to the existing members of X-energy as of immediately prior to the Closing (“X-energy Members”) other than Management LLC, in each case, pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, dated as of December 5, 2022 (the “Signing Date”), attached to this proxy statement/prospectus as Annex A-1 (the “Original Business Combination Agreement”), as amended by the First Amendment to Business Combination Agreement, dated as of June 11, 2023, attached to this proxy statement/prospectus as Annex A-2 (the “First Amendment to Business Combination Agreement”), as further amended by the Second Amendment to Business Combination Agreement, dated as of September 12, 2023, attached to this proxy statement/prospectus as Annex A-3 (the “Second Amendment to Business Combination Agreement”) (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), among AAC, X-energy and, solely for purposes of Section 1.01(f), Section 6.25 and Article IX of the Business Combination Agreement, each of the Series A Parties (as defined in this proxy statement/prospectus) and Management LLC, resulting in a combined company organized in an umbrella partnership C corporation (“Up-C”) structure, in which substantially all of the assets and the business of the combined company will be held by X-energy OpCo, as more fully described elsewhere in this proxy statement/prospectus; and (4) the other transactions contemplated by the Business Combination Agreement and documents related thereto will be consummated (such transactions, together with the business combination and the Domestication and Recapitalization, the “Business Combination”). In connection with the Business Combination, AAC will be renamed “X-Energy, Inc.” (“New X-energy”).

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Prior to the Domestication, each of the then issued and outstanding AAC Class B ordinary shares, par value $0.0001 per share (each an “AAC Class B Ordinary Share”), will convert automatically, on a one-for-one basis, into one AAC Class A ordinary share, par value $0.0001 per share (each an “AAC Class A Ordinary Share,” and together with the AAC Class B Ordinary Shares, the “AAC Ordinary Shares”). In connection with the Domestication: (a) each of the then issued and outstanding AAC Class A Ordinary Shares will convert, on a one-for-one basis, into one share of New X-energy Class A common stock, par value $0.0001 per share (collectively, the “New X-energy Class A Common Stock”); (b) each of the then issued and outstanding warrants representing the right to purchase one AAC Class A Ordinary Share will convert automatically into a warrant to acquire one share of New X-energy Class A Common Stock on the same terms as the AAC Warrants (each a “New X-energy Warrant”); and (c) each of the then issued and outstanding units of AAC (each an “AAC Unit”) will be canceled and each holder will be entitled to one share of New X-energy Class A Common Stock and one-fifth of one New X-energy Warrant. No fractional New X-energy Warrants will be issued upon such cancellation.

Concurrently with the Domestication and subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, including approval by AAC’s shareholders, AAC will adopt a certificate of incorporation (the “Proposed Certificate of Incorporation”) that, among other things, will implement a revised capital structure with the shares of New X-energy Class A Common Stock having one vote per share and economic rights, the shares of Class B common stock of New X-energy, par value $0.0001 per share, having one vote per share and no economic rights (collectively, the “New X-energy Class B Common Stock”), the shares of Class C common stock of New X-energy, par value $0.0001 per share, having ten votes per share and no economic rights (collectively, the “New X-energy Class C Common Stock”), and the shares of Class D common stock of New X-energy, par value $0.0001 per share, having ten votes per share and economic rights (collectively, the “New X-energy Class D Common Stock” and the New X-energy Class A Common Stock, the New X-energy Class B Common Stock, the New X-energy Class C Common Stock and the New X-energy Class D Common Stock, collectively, the “New X-energy Common Stock”). The Proposed Certificate of Incorporation will also authorize the issuance of “blank check” preferred stock, par value $0.0001 per share, having such characteristics as the board may, from time to time, provide.

As a result of the Up-C structure, the equity interests to be received by X-energy Members other than as a result of the Closing Equity Exchange will consist of securities of both X-energy OpCo having economic rights and New X-energy having voting rights but not economic rights, equal to a value of approximately $1,213,351,519 (the “Business Combination Consideration”). In particular, the Business Combination Consideration to be received by the X-energy Members will be an aggregate of: (a) (i) approximately 72,493,776 X-energy OpCo Common Units; and (ii) approximately 48,841,376 Earn Out Units and (b) (i) approximately 8,569,689 shares of New X-energy Class B Common Stock; (ii) approximately 5,773,674 shares of New X-energy Class B Common Stock reserved for issuance upon vesting of the applicable Earn Out Units; (iii) approximately 63,924,087 shares of New X-energy Class C Common Stock; and (iv) approximately 43,067,702 shares of New X-energy Class C Common Stock reserved for issuance upon vesting of the applicable Earn Out Units. The equity securities to be received by Management LLC in the Management LLC Exchange will consist of shares of New X-energy Class A Common Stock (including Earn Out Shares) having a value of approximately $90,890,091. The equity securities to be received by the Series A Parties in the Series A Parties Exchange will consist of shares of New X-energy Class D Common Stock having a value of approximately $65,000,000.

Immediately prior to the Closing, X-energy will effectuate the Recapitalization whereby all outstanding equity securities of X-energy, including the Existing X-energy Securities, will be converted or exchanged into X-energy OpCo Common Units.

At Closing,

(a)New X-energy will issue or cause to be issued (i) approximately 5,430,385 shares of New X-energy Class A Common Stock to Management LLC in exchange for the contribution by Management LLC of all of its X-energy OpCo Common Units to New X-energy; and (ii) approximately 3,658,624 Earn Out Shares to Management LLC in exchange for the contribution by Management LLC of all of its Earn Out Units to New X-energy;
(b)New X-energy will issue or cause to be issued approximately 6,500,000 shares of New X-energy Class D Common Stock to the Series A Parties in exchange for the contribution by the Series A Parties of an equal number of their X-energy OpCo Common Units to New X-energy;
(c)New X-energy will issue or cause to be issued (i) approximately 8,569,689 shares of New X-energy Class B Common Stock to the X-energy Members (other than the X-energy Founder) (as defined in this proxy statement/prospectus), and (ii) approximately 63,924,087 shares of New X-energy Class C Common Stock to the X-energy Founder, in each case in exchange for payment from X-energy Members to New X-energy of a per-share price equal to the par value per share of the

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New X-energy Class B Common Stock or New X-energy Class C Common Stock, as applicable (such consideration, the “Member Subscription Amount”), and will reserve approximately 5,773,674 shares of New X-energy Class B Common Stock and approximately 43,067,702 shares of New X-energy Class C Common Stock for issuance upon vesting of the Earn Out Units;
(d)New X-energy will contribute to X-energy OpCo, an amount in cash (the “Available Closing Cash”) equal to, as of immediately prior to the Closing (and prior to the payment of any transaction expenses of X-energy and AAC), the sum of (without duplication): (a) all amounts in the Trust Account, less amounts required for the redemptions of Public Shares (as defined in this proxy statement/prospectus) by holders of such Public Shares (“Public Shareholders”) (to the extent not already paid); plus (b) the aggregate proceeds, if any, actually received by AAC or New X-energy from the sale of shares of New X-energy Class A Common Stock or one or more series of preferred stock or convertible debt securities in a private placement consummated prior to or substantially concurrently with the Closing (which shall be deemed to include the amount funded pursuant to the PIPE Commitment (as defined in the accompanying proxy statement/prospectus)); plus (c) all other cash and cash equivalents of New X-energy, determined in accordance with GAAP as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date; plus (d) the Company Member Subscription Amount (as defined in the Business Combination Agreement) in exchange for: (x) a number of X-energy OpCo Common Units equal to the number of shares of New X-energy Class A Common Stock and New X-energy Class D Common Stock outstanding as of the Closing; and (y) a number of warrants of X-energy OpCo (the “X-energy OpCo Warrants”) equal to the number of New X-energy Warrants outstanding as of the Closing; and
(e)New X-energy will automatically be admitted as the managing member of X-energy OpCo in accordance with the terms of the fifth amended and restated limited liability company agreement of X-energy OpCo to be adopted in connection with the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex G (as defined below) (the “Fifth A&R Operating Agreement”).

As part of the Recapitalization, the 52,500,000 Earn Out Units will be subject to vesting at the Closing and will be earned, released and delivered upon satisfaction of the following milestones: (i) 26,250,000 Earn Out Units will vest to the X-energy Members and, solely with respect to the Earn Out Units held by New X-energy following the consummation of the transactions contemplated by the Contribution Agreement, New X-energy, if, during the Earn Out Period, the volume weighted average closing sale price of New X-energy Class A Common Stock equals or exceeds $12.50 per share for a period of at least 20 days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination (“Triggering Event I”); and (ii) 26,250,000 Earn Out Units will vest to the X-energy Members and, solely with respect to the Earn Out Units held by New X-energy following the consummation of the transactions contemplated by the Contribution Agreement, New X-energy, if, during the Earn Out Period, the volume weighted average closing sale price of New X-energy Class A Common Stock equals or exceeds $17.50 per share for a period of at least 20 days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination (“Triggering Event II”). If, following the Closing Date and prior to the third anniversary of the Closing, there is a Change of Control (as defined in the Business Combination Agreement), then Triggering Event I and Triggering Event II shall be deemed to occur and the Earn Out Units shall vest to the X-energy Members and, solely with respect to the Earn Out Units held by New X-energy following the consummation of the transactions contemplated by the Contribution Agreement, New X-energy. If a Change of Control occurs following the third anniversary of the Closing Date and prior to the expiration of the Earn Out Period that results in the holders of New X-energy Class A Common Stock receiving a per share price greater than or equal to $12.50 or $17.50, respectively, then immediately prior to the consummation of such Change of Control, Triggering Event I or Triggering Event II, as applicable, will be deemed to have occurred and the Earn Out Units shall vest to the X-energy Members and, solely with respect to the Earn Out Units held by New X-energy following the consummation of the transactions contemplated by the Contribution Agreement, New X-energy. “Earn Out Period” means the time period beginning on the Closing Date and ending on the date that is the five-year anniversary of the Closing Date (inclusive of the first and last day of such period). Upon the vesting of any Earn Out Units, each applicable X-energy Member will be issued an equal number of shares of New X-energy Class B Common Stock or New X-energy Class C Common Stock, as applicable, in exchange for the payment to New X-energy of adequate consideration (in each case, not to exceed a per-share price equal to the par value per share of such New X-energy Class B Common Stock or New X-energy Class C Common Stock, as applicable).

In addition, pursuant to the Sponsor Support Agreement, during the Earn Out Period, the Sponsor Earn Out Securities held by the AAC Support Parties will vest as follows: (i) fifty percent (50%) of the Sponsor Earn Out Securities will vest to the AAC Support Parties in accordance with each AAC Support Party’s Pro Rata Share if, within the Earn Out Period, the volume weighted average closing sale price of New X-energy Class A Common Stock equals or exceeds $12.50 per share for a period of at least 20 days out of

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30 consecutive trading days ending on the trading day immediately prior to the date of determination (“Sponsor Earn Out Triggering Event I”); and (ii) fifty percent (50%) of the Sponsor Earn Out Securities will vest to the AAC Support Parties in accordance with each AAC Support Party’s Pro Rata Share, if, within the Earn Out Period, the volume weighted average closing sale price of New X-energy Class A Common Stock equals or exceeds $15.00 per share for a period of at least 20 days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination (“Sponsor Earn Out Triggering Event II”). If, following the Closing and prior to the third anniversary of the Closing, there is a Change of Control, then Sponsor Earn Out Triggering Event I and Sponsor Earn Out Triggering Event II shall be deemed to occur and the Sponsor Earn Out Securities shall vest. If a Change of Control occurs following the third anniversary of the Closing and prior to the expiration of the Earn Out Period that results in the holders of New X-energy Class A Common Stock receiving a per share price greater than or equal to $12.50 or $15.00, respectively, then immediately prior to the consummation of such Change of Control, Sponsor Earn Out Triggering Event I or Sponsor Earn Out Triggering Event II, as applicable, will be deemed to have occurred and the Sponsor Earn Out Securities shall vest. The per share price received by the holders of New X-energy Class A Common Stock shall be based on the value of the cash, securities or in-kind consideration being delivered in respect of such New X-energy Class A Common Stock, as determined in good faith by the New X-energy Board. Such per share price shall be adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends, including any dividend or distribution of securities convertible into New X-energy Class A Common Stock, extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to New X-energy Class A Common Stock occurring on or after the Closing.

After the expiration of the Lock-Up Period (as defined in the A&R Registration Rights Agreement), holders of certain X-energy OpCo Common Units will be permitted to exchange such X-energy OpCo Common Units (along with the cancellation of the paired share of New X-energy Class B Common Stock or share of New X-energy Class C Common Stock) for shares of New X-energy Class A Common Stock on a one-for-one basis pursuant to the Fifth A&R Operating Agreement (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or, at the election of New X-energy (determined by a majority of the directors of New X-energy who are disinterested with respect to such determination), cash from a substantially concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of such public offering or private sale.

Concurrently with the execution of the Original Business Combination Agreement, on December 5, 2022, X-energy entered into a Series C-2 Securities Purchase Agreement with certain Series C-2 Investors, including an affiliate of Ares Management Corporation, a Delaware corporation (“Ares”), pursuant to which such Series C-2 Investors agreed to purchase $75.0 million aggregate principal amount of Series C-2 Convertible/Exchangeable Promissory Notes issued by X-energy (the “Series C-2 Notes”) that will be convertible into Series A convertible preferred stock of New X-energy, par value $0.0001 per share (the “Series A Preferred Stock”), at an initial conversion price of $900.00 per share. Additionally, on January 11, 2023 and January 16, 2023, X-energy signed Series C-2 Securities Purchase Agreements with additional Series C-2 Investors, under which X-energy agreed to issue an aggregate of $28.0 million of Series C-2 Notes that will be convertible into Series A Preferred Stock at an initial conversion price of $900.00 per share. The shares of Series A Preferred Stock to be received by the Series C-2 Investors upon the conversion of the Series C-2 Notes will have a value of approximately $136,567,000 (including the exchange of the OPG Note as further discussed in Note 8 to X-energy’s audited consolidated financial statements and Note 7 to X-energy’s unaudited consolidated financial statements included elsewhere in this proxy statement/prospectus).

In connection with the Business Combination, New X-energy will enter into the Tax Receivable Agreement (as defined in this proxy statement/prospectus) with X-energy OpCo and the TRA Holders (as defined in this proxy statement/prospectus). The Tax Receivable Agreement will provide for the payment by New X-energy to the TRA Holders of 85% of the amount of cash tax savings, if any, that New X-energy actually realizes, or in some circumstances is deemed to realize, as a result of the Basis Adjustments and Interest Deductions (each as defined in this proxy statement/prospectus), including those resulting from payments pursuant to the Tax Receivable Agreement. Assuming no material changes in the relevant tax law and that New X-energy earns sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, it is expected that the tax savings associated with the (i) Basis Adjustments, and (ii) Interest Deductions would aggregate to approximately $319.6 million over 20 years from the date of the Business Combination based on a trading price of $10.00 per share of New X-energy Class A Common Stock and assuming all future redemptions or exchanges would occur one year after the Closing at the same assumed price per share. Under such scenario, assuming future payments are made on the due date (with extension) of each relevant U.S. federal income tax return, New X-energy would be required to pay the TRA Holders approximately 85% of such amount, or approximately $271.7 million, over the 20-year period from the date of the Business Combination and New X-energy would benefit from the remaining 15% of the tax benefits.

Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, New X-energy expects the payments that it may be required to make to the TRA Holders to be substantial. Any payments made by New X-

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energy to the TRA Holders under the Tax Receivable Agreement will (i) not benefit the New X-energy shareholders (other than the TRA Holders), (ii) generally reduce the benefit to New X-energy of cash tax savings resulting from Basis Adjustments and Interest Deductions and (iii) reduce the amount of overall cash flow that might have otherwise been available to New X-energy for reinvestment or other uses. To the extent that New X-energy is unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by New X-energy; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and, therefore, may accelerate payments due under the Tax Receivable Agreement, which could be substantial. New X-energy anticipates funding ordinary course payments under the Tax Receivable Agreement from cash flow from operations of its subsidiaries, available cash or available borrowings under our existing credit facilities and any future debt agreements. New X-energy’s obligations under the Tax Receivable Agreement could have a substantial negative impact on its liquidity and could have the effect of deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Related Agreements — Tax Receivable Agreement” for a further discussion of the Tax Receivable Agreement.

On September 12, 2023, concurrently with the execution of the Second Amendment, AAC entered into a subscription agreement (the “Preferred Stock PIPE Subscription Agreement”) with AAC Holdings II LP (the “PIPE Investor”), a Delaware limited liability company that is affiliated with AAC’s sponsor, Ares Acquisition Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”). Pursuant to the Preferred Stock PIPE Subscription Agreement, the PIPE Investor agreed to subscribe for and purchase, and AAC agreed to issue and sell to the PIPE Investor, on the Closing Date, an aggregate of 50,000 shares of Series A Preferred Stock for an aggregate purchase price of $50,000,000 (the “PIPE Commitment”).

On September 12, 2023, in connection with the PIPE Commitment, AAC entered into a letter agreement (the “Founder Letter Agreement”) with X-energy and Ghaffarian Enterprises, LLC (“Ghaffarian Enterprises”), an entity that is affiliated with the X-energy Founder, pursuant to which Ghaffarian Enterprises agreed, in connection with the consummation of the Business Combination, to contribute or cause to be contributed to X-energy $29,276,000 (the “Contribution Amount”). X-energy 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 (the “Bank of New York Credit Facility”). Upon receipt of the Contribution Amount, X-energy will issue to Ghaffarian Enterprises or its designees units of X-energy with a value equal to the Contribution Amount. In connection with the Closing, Ghaffarian Enterprises or its applicable designees will contribute all such units to AAC and AAC will issue to Ghaffarian Enterprises or its applicable designees a number of shares of Series A Preferred Stock determined by dividing (x) the Contribution Amount, by (y) $1,000 per share, subject to the terms of the Founder Letter Agreement (the “Founder Contribution”).

The AAC Units, AAC Class A Ordinary Shares and AAC Warrants are currently listed on the NYSE under the symbols “AAC.U,” “AAC” and “AAC WS,” respectively. Pursuant to the terms of the Business Combination Agreement, AAC is required to cause the New X-energy Class A Common Stock issued in the Domestication to be approved for listing on the NYSE. There can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the New X-energy Class A Common Stock and New X-energy Warrants will be listed, subject to NYSE approval, under the proposed symbols “XE” and “XEW,” respectively. We may not have received confirmation from the NYSE of approval of the listing of the New X-energy Class A Common Stock and New X-energy Warrants at the time of our extraordinary general meeting or prior to the Closing, and it is possible that the listing condition to the Closing may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation. Further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived. In such event, the New X-energy securities may not be listed on any nationally recognized securities exchange.

New X-energy will be a “controlled company” under NYSE listing standards. As a result, New X-energy will not be required to comply with certain corporate governance standards that are applicable to companies that are not controlled companies. For example, as permitted by NYSE rules, it is expected that following the Closing, the Compensation and the Nominating and Corporate Governance Committees of the New X-energy Board will not be comprised entirely of independent directors.

In connection with AAC’s initial public offering (“IPO”), the Sponsor and AAC’s directors and executive officers agreed to vote their AAC Ordinary Shares in favor of the Business Combination Proposal (as defined in this proxy statement/prospectus). Further,

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concurrently with the execution of the Original Business Combination Agreement, the Sponsor and AAC’s independent directors entered into the Sponsor Support Agreement with X-energy, dated as of December 5, 2022, as subsequently amended by the First Amendment to Sponsor Support Agreement, dated June 11, 2023 (the “Sponsor Support Agreement”), pursuant to which the Sponsor and AAC’s independent directors agreed to vote their shares in favor of all proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor and AAC’s independent directors collectively own approximately      % of the total outstanding AAC Ordinary Shares. When you consider the recommendation of these proposals by the AAC Board and the Special Committee, you should keep in mind that the Sponsor and AAC’s directors and officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of AAC’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

This proxy statement/prospectus covers: (A) 45,604,260 shares of New X-energy Class A Common Stock (including shares that are to be issued or may be issuable upon the conversion of AAC Ordinary Shares into New X-energy Class A Common Stock; and (B) 28,741,076 New X-energy Warrants.

AAC will hold an extraordinary general meeting (the “extraordinary general meeting”) to consider matters relating to the Business Combination at     , Eastern Time, on            , 2023 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and virtually via live webcast at                  . For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the extraordinary general meeting will be at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022. You or your proxyholder will be able to attend and vote at the extraordinary general meeting in-person or online by visiting and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

If you have any questions or need assistance voting your AAC Ordinary Shares, please contact            , our proxy solicitor, by calling            , or banks and brokers can call collect at                  , or by emailing            . The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at          .

This proxy statement/prospectus provides shareholders of AAC with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of AAC. We encourage you to read this entire document, including the Annexes and other documents referred to in this proxy statement/prospectus, carefully and in their entirety. It also contains or references information about AAC, X-energy and New X-energy and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, when you consider the recommendation regarding the proposals by the board of directors of AAC and the Special Committee, you should keep in mind that the Sponsor and AAC’s directors and officers have interests in the Business Combination that are different from or in addition to, your interests as a shareholder. For instance, the Sponsor and AAC’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating AAC. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of AAC’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 27 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated            , 2023, and is first being mailed to AAC’s shareholders on or about            , 2023.

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ARES ACQUISITION CORPORATION

A Cayman Islands Exempted Company

(Company Number 359422)

245 Park Avenue, 44th Floor

New York, New York 10167

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON , 2023

TO THE SHAREHOLDERS OF ARES ACQUISITION CORPORATION:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of Ares Acquisition Corporation, a Cayman Islands exempted company (“AAC”), to be held at            , Eastern Time, on            , 2023 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and virtually via live webcast at            . The extraordinary general meeting will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve by ordinary resolution the Business Combination Agreement, dated as of December 5, 2022, attached to this proxy statement/prospectus as Annex A-1 (the “Original Business Combination Agreement”), as amended by the First Amendment to Business Combination Agreement, dated as of June 11, 2023, attached to this proxy statement/prospectus as Annex A-2 (the “First Amendment to Business Combination Agreement”) as further amended by the Second Amendment to Business Combination Agreement, dated as of September 12, 2023, attached to this proxy statement/prospectus as Annex A-3 (the “Second Amendment to Business Combination Agreement”) (as the same may be further amended, the “Business Combination Agreement”), among AAC, X-Energy Reactor Company, LLC, a Delaware limited liability company (“X-energy”) and, solely for purposes of Section 1.01(f), Section 6.25 and Article IX of the Business Combination Agreement, each of the Series A Parties (as defined in this proxy statement/prospectus), and X-Energy Management, LLC, a Delaware limited liability company (“Management LLC”), pursuant to which, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and following the Domestication (as defined below): (a) AAC will acquire equity securities of and become the managing member of X-energy OpCo; (b) Management LLC will contribute all of its X-energy OpCo Common Units to AAC in exchange for an equal number of shares of New X-energy Class A Common Stock (as defined below) and all of its Earn Out Units for an equal number of shares of New X-energy Class A Common Stock subject to vesting terms identical to the Earn Out Units (“Earn Out Shares”) (the “Management LLC Exchange”); (c) each of the Series A Parties will contribute a portion of their respective X-energy OpCo Common Units to AAC in exchange for an equal number of shares of New X-energy Class D Common Stock (as defined below) (the “Series A Parties Exchange” and the Management LLC Exchange and the Series A Parties Exchange, collectively, the “Closing Equity Exchange”); and (d) AAC will issue equity securities to the members of X-energy prior to the Closing (“X-energy Members”) (such transactions and the Domestication (as defined below) together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), resulting in a combined company organized in an umbrella partnership C corporation (“Up-C”) structure in which substantially all of the assets and the business of the combined company will be held by X-energy OpCo as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.”

Proposal No. 2 — The Domestication Proposal — To consider and vote upon a proposal to approve, by special resolution, a change in the corporate structure and domicile of AAC, which will be accomplished by continuation of AAC from an exempted company incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected at least one day prior to the Closing by AAC filing a certificate of corporate domestication and the proposed new certificate of incorporation of New X-energy (the “Proposed Certificate of Incorporation”) with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, AAC will become a Delaware corporation and will change its corporate name to “X-Energy, Inc.” (“New X-energy”) and all outstanding securities of AAC will convert to outstanding securities of New X-energy, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.”

Proposal No. 3 — The Stock Issuance Proposal — (a) To consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of NYSE listing standards; (b) the issuance of Series A convertible preferred stock of New X-energy, par value $0.0001 per share (“Series A Preferred Stock”) issuable to (i) the PIPE Investor pursuant to the Preferred Stock PIPE Subscription Agreement (each as defined in the accompanying proxy statement/prospectus), (ii) the Series C-2 Investors pursuant to the Series C-2 Notes (each as defined in the accompanying proxy statement/prospectus), (iii) the Series C-1 Investors pursuant to the Series C-1 Notes (each as defined in the accompanying proxy statement/prospectus); (iv) Ghaffarian

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Enterprises, LLC pursuant to the Founder Letter Agreement (as defined in the accompanying proxy statement/prospectus) and (v) any other persons pursuant to subscription, purchase or similar agreements we may enter into prior to Closing; and (c) the issuance of New X-energy Common Stock (as defined below) and securities convertible into or exercisable for New X-energy Common Stock to (i) the PIPE Investor pursuant to the PIPE Commitment, if Series A Preferred Stock is issued; (ii) Series C-2 Investors pursuant to the Series C-2 Notes; (iii) the X-energy Members pursuant to the Business Combination Agreement; and (iv) any other persons pursuant to subscription, purchase or similar agreements we may enter into prior to Closing. We refer to this proposal as the “Stock Issuance Proposal.”

Proposal No. 4 — The Cayman Charter Amendment Proposal — To consider and vote upon a proposal to approve by special resolution amendments to AAC’s amended and restated articles of association (as amended from time to time, the “Cayman Constitutional Documents”) to amend, in connection with the Business Combination, the timing of (A) the conversion of the AAC Class B Ordinary Shares into AAC Class A Ordinary Shares and (B) the cash payments to be made by AAC in connection with the redemption of the AAC Class A Ordinary Shares. We refer to this proposal as the “Cayman Charter Amendment Proposal.”

Proposal No. 5 — The Organizational Documents Proposal — To consider and vote upon a proposal to approve by special resolution the Proposed Certificate of Incorporation and the proposed new by-laws (the “Proposed By-Laws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) of New X-energy in connection with the Business Combination. We refer to this proposal as the “Organizational Documents Proposal” and, collectively with the Business Combination Proposal, the Domestication Proposal and the Stock Issuance Proposal, the “Condition Precedent Proposals.” The form of each of the Proposed Certificate of Incorporation and the Proposed By-Laws is attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively.

Proposal No. 6 — The Advisory Organizational Documents Proposals — To consider and vote upon the following seven separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on an advisory non-binding basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

Advisory Organizational Documents Proposal 6A — Under the Proposed Organizational Documents, New X-energy would be authorized to issue (A) 1,000,000,000 shares of Class A common stock, par value $0.0001 per share (“New X-energy Class A Common Stock”), (B) 100,000,000 shares of Class B common stock, par value $0.0001 per share (“New X-energy Class B Common Stock”), (C) 150,000,000 shares of Class C common stock, par value $0.0001 per share (“New X-energy Class C Common Stock”), (D) 50,000,000 shares of Class D common stock, par value $0.0001 per share (“New X-energy Class D Common Stock” and collectively with New X-energy Class A Common Stock, New X-energy Class B Common Stock, New X-energy Class C Common Stock, the “New X-energy Common Stock”) and (E) 25,000,000 shares of New X-energy Preferred Stock, par value $0.0001 per share.

Advisory Organizational Documents Proposal 6B — The Proposed Organizational Documents would authorize a multiple class common stock structure pursuant to which the holders of New X-energy Class A Common Stock and New X-energy Class B Common Stock will be entitled to one vote per share and holders of New X-energy Class C Common Stock and New X-energy Class D Common Stock will be entitled to ten votes per share.

Advisory Organizational Documents Proposal 6C — The Proposed Organizational Documents would adopt a provision providing that each outstanding share of New X-energy Class C Common Stock shall automatically convert into one share of New X-energy Class B Common Stock and each outstanding share of New X-energy Class D Common Stock shall automatically convert into one share of New X-energy Class A Common Stock upon the earliest to occur of (i) the date that is ten years from the effectiveness of the Proposed Certificate of Incorporation and (ii) the first date when the Permitted Class C Owners and the Permitted Class D Owners (as defined in the Proposed Certificate of Incorporation) collectively cease to own, in the aggregate, at least 25.0% of the number of shares of New X-energy Class C Common Stock and New X-energy Class D Common Stock issued and collectively held by the Permitted Class C Owners and the Permitted Class D Owners (adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including any dividend or distribution of securities convertible into New X-energy Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction) as of immediately following the Closing.

Advisory Organizational Documents Proposal 6D — The Proposed Organizational Documents would adopt (a) Delaware as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the U.S. as the exclusive forum for the

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resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amended (the “Securities Act”).

Advisory Organizational Documents Proposal 6E — The Proposed Certificate of Incorporation would require the affirmative vote of at least two-thirds of the voting power of the outstanding New X-energy Common Stock to amend, alter, change or repeal any provision of the Proposed Certificate of Incorporation, other than Articles I (Name), II (Registered Address), and III (Nature of Business), which would require the affirmative vote of at least a majority of the voting power of the outstanding New X-energy Common Stock, voting together as a single class.

Advisory Organizational Documents Proposal 6F — The Proposed Organizational Documents would permit the removal of a director only for cause and only by the affirmative vote of at least two-thirds of the total voting power of all then-outstanding shares of New X-energy.

Advisory Organizational Documents Proposal 6G — The Proposed Organizational Documents would provide that for so long as New X-energy qualifies as a controlled company under applicable NYSE rules, any action required or permitted to be taken by the holders of New X-energy Common Stock may be taken without a meeting if signed by the holders having not less than the minimum number of votes necessary to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted in compliance with the General Corporation Law of the State of Delaware (the “DGCL”). From and after the date that New X-energy ceases to qualify as a controlled company, the Proposed Organizational Documents will require stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting.

Proposal No. 7 — The Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the New X-energy Incentive Plan. We refer to this proposal as the “Incentive Plan Proposal.”

Proposal No. 8 — The Director Election Proposal — To consider and vote upon a proposal to approve by ordinary resolution the election of directors to serve on the New X-energy board of directors until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal.”

Proposal No. 9 — The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting. We refer to this proposal as the “Adjournment Proposal.”

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of AAC Ordinary Shares at the close of business on            , 2023 (the “Record Date”) are entitled to notice of and to have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting. Pursuant to the Cayman Constitutional Documents, the approval of the Domestication Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the AAC Class A and AAC Class B Ordinary Shares, voting together as a single class, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

The approval of each of the Cayman Charter Amendment Proposal, the Organizational Documents Proposal and the Advisory Organizational Documents Proposals requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting.

The approval of each of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting.

The accompanying proxy statement/prospectus and proxy card are being provided to AAC’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of AAC’s shareholders are urged to read the

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accompanying proxy statement/prospectus, including the Annexes and the documents referred to in this proxy statement/prospectus, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factorsbeginning on page 27 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of AAC (the “AAC Board”) and the Special Committee have unanimously approved the Business Combination and unanimously recommend that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to AAC’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the AAC Board and the Special Committee, you should keep in mind that AAC’s sponsor, Ares Acquisition Holdings LP (the “Sponsor”) and AAC’s directors and officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. For instance, the Sponsor and AAC’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating AAC. See the section of the accompanying proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of AAC’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

In connection with the Business Combination, certain related agreements have been or will be entered into at or prior to the Closing, including the A&R Registration Rights Agreement, the Sponsor Support Agreement, the Member Support Agreement, the Tax Receivable Agreement, the Commitment Letter, the Sponsor Lock-Up Agreement and the X-energy Lock-Up Agreement (each as defined in the accompanying proxy statement/prospectus). See “The Business Combination Proposal — Related Agreements” and “Certain Relationships and Related Party Transactions” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Cayman Constitutional Documents, a holder of Public Shares (as defined in this proxy statement/prospectus) (a “Public Shareholder”) may request to redeem all or a portion of such holder’s Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(1)(a) hold Public Shares or (b) hold Public Shares through AAC Units and elect to separate your AAC Units into the underlying Public Shares and Public Warrants (as defined below) prior to exercising your redemption rights with respect to the Public Shares;
(2)submit a written request to Continental Stock Transfer & Trust Company (“Continental”), AAC’s transfer agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that New X-energy redeem all or a portion of your Public Shares for cash; and
(3)deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to Continental, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2023 (two business days prior to the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, New X-energy will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the Closing. For illustrative purposes, as of         , 2023, this would have amounted to approximately $         per Public Share. Prior to exercising redemption rights, Public Shareholders should verify the market price of the AAC Class A Ordinary Shares, as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. AAC cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in our securities when our shareholders wish to sell their shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for

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cash and will no longer own Public Shares. Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests, which is two business days prior to the scheduled date of the extraordinary general meeting, and, thereafter, with our consent, until the Domestication. If a holder of Public Shares delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that AAC instruct Continental to return the shares (physically or electronically). The holder can make such request by contacting Continental at the address or email address listed in the accompanying proxy statement/prospectus. See “Extraordinary General Meeting of AAC — Redemption Rights” of the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in our IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, any such shares in excess of that 15% limit would not be redeemed for cash.

Upon the Closing, New X-energy will be organized in an umbrella partnership-C corporation (or “Up-C”) structure in which substantially all of the assets and the business of New X-energy will continue to be held by X-Energy Reactor Company, LLC (referred to in this proxy statement/prospectus, subsequent to the Business Combination, as “X-energy OpCo”) and its subsidiaries, and New X-energy’s only direct assets will consist of securities of X-energy OpCo. Assuming there are no redemptions in connection with the Business Combination, upon the Closing, New X-energy is expected to own approximately 46.4% of the units of X-energy OpCo (the “X-energy OpCo Common Units”) and will be the managing member of X-energy OpCo. All remaining X-energy OpCo Common Units will be owned by the existing X-energy Members.

The Sponsor and each director and officer of AAC have agreed to, among other things, vote in favor of the Business Combination and to waive their redemption rights in connection with the Closing with respect to any AAC Ordinary Shares held by them. The AAC Class B Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns approximately         % of the issued and outstanding AAC Ordinary Shares.

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) the adoption and approval, as applicable, by AAC’s shareholders of the Condition Precedent Proposals, (ii) the expiration or termination of any applicable waiting period under the HSR Act and the obtaining of any requisite consents from any governmental authorities (or the expiration or termination of the requirement to obtain such consent), (iii) no governmental authority having enacted, issued or enforced any law or order that is then in effect that makes the transactions contemplated by the Business Combination Agreement illegal or otherwise preventing or prohibiting consummation of such transactions, (iv) the registration statement of which the accompanying proxy statement/prospectus forms a part becoming effective, (v) approval of the listing of the New X-energy Class A Common Stock on the NYSE, (vi) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties to the Business Combination Agreement, (vii) the completion of the Domestication, (viii) the Available Closing Cash (as defined in this proxy statement/prospectus) equaling or exceeding $120,000,000 minus the aggregate amount actually funded in connection with any Permitted Financing (as defined in this proxy statement/prospectus), (ix) the completion of the Recapitalization and (x) the absence of a Company Material Adverse Effect or a Purchaser Material Adverse Effect (each as defined in the Business Combination Agreement). We cannot assure you as to whether any of these conditions will be satisfied or waived.

The AAC Units, AAC Class A Ordinary Shares and AAC Warrants (each as defined in the accompanying proxy statement/prospectus) are currently listed on the NYSE under the symbols “AAC.U,” “AAC” and “AAC WS,” respectively. Pursuant to the terms of the Business Combination Agreement, AAC is required to cause the New X-energy Class A Common Stock issued in the Domestication to be approved for listing on the NYSE. There can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, New X-energy Class A Common Stock and New X-energy Warrants will be listed, subject to NYSE approval, under the proposed symbols “XE” and “XEW,” respectively. We may not have received confirmation from the NYSE of approval of the listing of the New X-energy Class A Common Stock and New X-energy Warrants at the time of our extraordinary general meeting or prior to the Closing, and it is possible that the listing condition to the Closing may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation. Further, it

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is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived. In such event the New X-energy securities may not be listed on any nationally recognized securities exchange.

New X-energy will be a “controlled company” under NYSE listing standards. As a result, New X-energy will not be required to comply with certain corporate governance standards that are applicable to companies that are not controlled companies. For example, as permitted by NYSE rules, it is expected that following the Closing, the Compensation and Culture and the Nominating and Corporate Governance Committees of the New X-energy Board will not be comprised entirely of independent directors.

Your vote is very important.Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting or any adjournment thereof. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting, and if the other conditions to closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals, the Cayman Charter Amendment Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person or virtually.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO CONTINENTAL THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND DELIVER YOUR PUBLIC SHARES TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, TO EXERCISE YOUR REDEMPTION RIGHTS YOU MUST INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT. SEE “EXTRAORDINARY GENERAL MEETING OF AAC — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of the AAC Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

David B. Kaplan
Co-Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated            , 2023 and is first being mailed to shareholders on or about            , 2023.

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Page

REFERENCES TO ADDITIONAL INFORMATION

iii

FREQUENTLY USED TERMS

iv

MARKET AND INDUSTRY DATA

xiii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

xiv

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF AAC

xvii

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

1

RISK FACTORS

27

EXTRAORDINARY GENERAL MEETING OF AAC

87

THE BUSINESS COMBINATION PROPOSAL

93

THE DOMESTICATION PROPOSAL

171

THE STOCK ISSUANCE PROPOSAL

178

THE CAYMAN CHARTER AMENDMENT PROPOSAL

180

THE ORGANIZATIONAL DOCUMENTS PROPOSAL

182

THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS

184

THE INCENTIVE PLAN PROPOSAL

191

THE DIRECTOR ELECTION PROPOSAL

196

THE ADJOURNMENT PROPOSAL

199

U.S. FEDERAL INCOME TAX CONSIDERATIONS

200

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

216

INFORMATION ABOUT AAC

232

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AAC

249

DESCRIPTION OF NEW X-ENERGY’S SECURITIES

254

BENEFICIAL OWNERSHIP OF SECURITIES

262

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

265

INFORMATION ABOUT X-ENERGY

277

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF X-ENERGY

296

EXECUTIVE AND DIRECTOR COMPENSATION OF X-ENERGY

316

BOARD OF DIRECTORS AND MANAGEMENT OF NEW X-ENERGY FOLLOWING THE BUSINESS COMBINATION

321

SECURITIES ACT RESTRICTIONS ON RESALE OF NEW X-ENERGY’S SECURITIES

329

STOCKHOLDER PROPOSALS AND NOMINATIONS

330

SHAREHOLDER COMMUNICATIONS

331

LEGAL MATTERS

331

OTHER MATTERS

331

EXPERTS

331

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

331

ENFORCEABILITY OF CIVIL LIABILITY

331

WHERE YOU CAN FIND MORE INFORMATION

332

INDEX TO FINANCIAL STATEMENTS

F-1

i

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Page

Annex A-1 – Original Business Combination Agreement

A-1-1

Annex A-2 – First Amendment to Business Combination Agreement

A-2-1

Annex A-3 – Second Amendment to Business Combination Agreement

A-3-1

Annex B – Memorandum and Articles of Association of AAC

B-1

Annex C – Form of Certificate of Incorporation of New X-energy

C-1

Annex D – Form of By-Laws of New X-energy

D-1

Annex E – Form of Amended and Restated Registration Rights Agreement

E-1

Annex F – Form of New X-energy Incentive Plan

F-1

Annex G – Form of Fifth A&R Operating Agreement of X-energy

G-1

Annex H-1 – Original Sponsor Support Agreement

H-1-1

Annex H-2 – First Amendment to Sponsor Support Agreement

H-2-1

Annex I – Form of Tax Receivable Agreement

I-1

Annex J – Form of Sponsor Lock-Up Agreement

J-1

Annex K – Form of X-energy Lock-Up Agreement

K-1

Annex L – Member Support Agreement

L-1

Annex M-1 – Original Commitment Letter

M-1-1

Annex M-2 – First Amendment to Commitment Letter

M-2-1

Annex N – First Fairness Opinion

N-1

Annex O – Second Fairness Opinion

O-1

Annex P – Third Fairness Opinion

P-1

Annex Q – Preferred Stock PIPE Subscription Agreement

Q-1

Annex R – Founder Letter Agreement

R-1

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REFERENCES TO ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates important information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus or other information concerning AAC, without charge, by written request directed to AAC’s Chief Executive Officer at 245 Park Avenue, 44th Floor, New York, New York 10167; or            , our proxy solicitor, by calling            , or banks and brokers can call collect at            , or by emailing            , or from the SEC through the SEC website at the address provided above.

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of AAC to be held on            , 2023, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by            , 2023.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, prior to the Business Combination, the terms “we,” “us,” “our,” and “AAC” refer to Ares Acquisition Corporation and, following the Business Combination, the terms “we,” “us” and “our” refer to New X-energy. Prior to the Domestication, AAC is an exempted company incorporated under the laws of the Cayman Islands. Following the Domestication, subject to shareholder approval, AAC will be a corporation incorporated under the laws of the State of Delaware and will be renamed “X-Energy, Inc.” Following the Domestication, AAC is referred to in this document as New X-energy. Following the Closing, X-energy is referred to in this document as X-energy OpCo.

In this document:

AAC” means Ares Acquisition Corporation. Prior to the Domestication, AAC is an exempted company incorporated under the laws of the Cayman Islands. Following the Domestication, subject to shareholder approval, AAC will be a corporation incorporated under the laws of the State of Delaware.

AAC Board” means the board of directors of AAC.

AAC Class A Ordinary Shares” means the Class A ordinary shares of AAC, par value $0.0001 per share.

AAC Class B Ordinary Shares” means the Class B ordinary shares of AAC, par value $0.0001 per share.

AAC Ordinary Shares” collectively, means the AAC Class A Ordinary Shares and the AAC Class B Ordinary Shares.

AAC Preference Shares” means a preference share of a par value of $0.0001 in the share capital of AAC.

AAC Support Parties” means the Sponsor and AAC’s independent directors.

AAC Units” means the units sold in the IPO (including pursuant to the overallotment option), each consisting of one AAC Class A Ordinary Share and one-fifth of one Public Warrant.

AAC Warrant” means a redeemable warrant exercisable for an AAC Class A Ordinary Share.

A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among X-energy, the Sponsor, certain X-energy Members and certain other parties to the A&R Registration Rights Agreement upon the completion of the Business Combination. A form of the A&R Registration Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex E.

Additional Contributions” means, collectively, the Sponsor’s additional monthly deposits to the Trust Account of $0.0255 for each outstanding AAC Class A Ordinary Share made in connection with the Second Extension and pursuant to the Amended and Restated Extension Promissory Note.

Additional Parties” means, collectively, Management LLC and the Series A Parties.

Adjournment Proposal” means the proposal to be considered at the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by AAC that more time is necessary or appropriate to approve one or more proposals at the extraordinary general meeting.

Advisory Organizational Documents Proposals” means the seven proposals to be considered at the extraordinary general meeting to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents.

Amended and Restated Extension Promissory Note” means the amended and restated non-interest bearing, unsecured promissory note issued by AAC to the Sponsor following the approval and implementation of the Second Extension.

ARDP” means the U.S. Department of Energy’s Advanced Reactor Demonstration Program.

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Ares” means Ares Management Corporation, a Delaware corporation.

Basis Adjustments” means the tax basis adjustments, including an increase in New X-energy’s allocable share of existing tax basis, expected to be obtained by New X-energy resulting from (a) any future redemptions or exchanges of X-energy OpCo Common Units from the X-energy Members (other than New X-energy); (b) certain distributions (or deemed distributions) by X-energy OpCo; and (c) payments made under the Tax Receivable Agreement.

Business Combination” means the transactions contemplated by the Business Combination Agreement.

Business Combination Agreement” means the Original Business Combination Agreement, as amended by the First Amendment to Business Combination Agreement, as further amended by the Second Amendment to Business Combination Agreement, as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms.

Business Combination Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Business Combination.

Cayman Charter Amendment Proposal” means the proposal to be considered at the extraordinary general meeting to amend the Cayman Constitutional Documents.

Cayman Constitutional Documents” means AAC’s amended and restated memorandum and articles of association under the Companies Act, as amended from time to time.

Closing” means the closing of the Business Combination.

Closing Date” means the date the Closing occurs.

Code” means the U.S. Internal Revenue Code of 1986, as amended.

Commitment Letter” means the Original Commitment Letter, as amended by the First Amendment to Commitment Letter, as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms.

Companies Act” means the Companies Act (as revised) of the Cayman Islands.

Condition Precedent Proposals” means, collectively, the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Organizational Documents Proposal.

Continental” means Continental Stock Transfer & Trust Company.

Contributions” means, collectively, the Initial Contributions and the Additional Contributions.

DGCL” means the Delaware General Corporation Law, as amended.

DOE” means the U.S. Department of Energy.

Dow” means The Dow Chemical Company or its subsidiary.

Director Election Proposal” means the proposal to be considered at the extraordinary general meeting to elect           directors to serve on the New X-energy Board until their respective successors are duly elected and qualified.

Domestication” means the continuation of AAC by way of domestication of AAC into a Delaware corporation under the applicable provisions of the Companies Act and the DGCL. The term “Domestication” includes all matters and necessary or ancillary changes in order to effect such domestication, including the adoption of the Proposed Certificate of Incorporation (as attached at Annex C) consistent with the DGCL and changing the name and registered office of AAC.

Domestication Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Domestication.

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DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

Earn Out Units” means the units of X-energy OpCo designated as “Unvested Earn Out Units” under the Fifth A&R Operating Agreement after the consummation of the Recapitalization.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

Extension” means an extension of the deadline by which AAC must complete an initial business combination pursuant to, and obtained in accordance with, the Cayman Constitutional Documents.

extraordinary general meeting” means the extraordinary general meeting of AAC’s shareholders, to be held at      a.m. Eastern Time on         , 2023 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022 and virtually at            , and any adjournments or postponements of such extraordinary general meeting.

Fifth A&R Operating Agreement” means the fifth amended and restated limited liability company agreement of X-energy OpCo to be adopted in connection with the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex G.

First Amendment to Business Combination Agreement” means the First Amendment to Business Combination Agreement, dated as of June 11, 2023, by and among AAC and X-energy. A copy of the First Amendment to Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-2.

First Amendment to Commitment Letter” means the First Amendment to Commitment Letter, dated as of June 11, 2023, by and among AAC, X-energy and the PIPE Investor. A copy of the First Amendment to Commitment Letter is attached to this proxy statement/prospectus as Annex M-2.

First Amendment to Sponsor Support Agreement” means the First Amendment to Sponsor Support Agreement, dated as of June 11, 2023, by and among AAC, X-energy and the AAC Support Parties. A copy of the First Amendment to Sponsor Support Agreement is attached to this proxy statement/prospectus as Annex H-2.

First Extension” means the extension of the date by which AAC must consummate an initial business consummation from February 4, 2023 to August 4, 2023, or such earlier date as the AAC Board may approve in accordance with the Cayman Constitutional Documents, by amending AAC’s amended and restated memorandum and articles of association, as approved by the AAC shareholders at an extraordinary general meeting of the shareholders on February 2, 2023.

FOAK” means first-of-a-kind.

Founder Contribution” means the transactions contemplated pursuant to the Founder Letter Agreement, pursuant to which Ghaffarian Enterprises or its designees will be entitled to receive a number of shares of Series A Preferred Stock determined by dividing (x) the Contribution Amount, by (y) $1,000 per share, subject to the terms of the Founder Letter Agreement.

Founder Letter Agreement” means that agreement, dated September 12, 2023, by and between X-energy, Ghaffarian Enterprises and AAC. A copy of the Founder Letter Agreement is attached to this proxy statement/prospectus as Annex R.

Founder Shares” means the 25,000,000 currently outstanding AAC Class B Ordinary Shares owned by the AAC Support Parties.

GAAP” means U.S. generally accepted accounting principles.

GCPUD” means Grant County Public Utility District.

Ghaffarian Enterprises” means Ghaffarian Enterprises, LLC.

GM Enterprises” means GM Enterprises LLC, a Delaware limited liability company.

HALEU” means high-assay low-enriched uranium.

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HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

IBX Fund 1” means IBX Company Opportunity Fund 1, LP, a Delaware limited partnership.

IBX Fund 2” means IBX Company Opportunity Fund 2, LP, a Delaware limited partnership.

IBX GP” means IBX Opportunity GP, Inc., a Delaware corporation.

Incentive Plan Proposal” means the proposal to be considered at the extraordinary general meeting to approve the New X-energy Incentive Plan.

Initial Contributions” means, collectively, the Sponsor’s monthly deposits to the Trust Account of $0.03 for each outstanding AAC Class A Ordinary Share, up to a maximum of $1.2 million per month, made in connection with the First Extension and pursuant to the Original Extension Promissory Note.

Initial Memorandum” means AAC’s initial amended and restated memorandum and articles of association under the Companies Act adopted in connection with the IPO.

Insiders” means the Sponsor, each director of AAC and each officer of AAC.

Interest Deductions” means deductions attributable to imputed interest and other payments of interest by New X-energy pursuant to the Tax Receivable Agreement.

IPO” means AAC’s initial public offering of the AAC Units, AAC Class A Ordinary Shares and AAC Warrants pursuant to the registration statement on Form S-1 which was declared effective by the SEC on February 4, 2021 (SEC File No. 333-252163), whereby AAC completed the offer and sale of 100,000,000 AAC Units.

Management LLC” means X-Energy Management, LLC, a Delaware limited liability company.

Member Support Agreement” means the Member Support Agreement, dated as of December 5, 2022 (as it may be amended or supplemented from time to time), by and between AAC, X-energy and certain X-energy Members.

New X-energy” means AAC following the Domestication (which will be renamed “X-Energy, Inc.”).

New X-energy Board” means the board of directors of New X-energy subsequent to the Closing.

New X-energy Class A Common Stock” means the Class A common stock of New X-energy, par value $0.0001 per share, which entitles the holder to one vote per share.

New X-energy Class B Common Stock” means the Class B common stock of New X-energy, par value $0.0001 per share, which entitles the holder to one vote per share but carries no economic rights.

New X-energy Class C Common Stock” means the Class C common stock of New X-energy, par value $0.0001 per share, which entitles the holder to ten votes per share but carries no economic rights.

New X-energy Class D Common Stock” means the Class D common stock of New X-energy, par value $0.0001 per share, which entitles the holder to ten votes per share.

New X-energy Common Stock” means, collectively, all shares of the New X-energy Class A Common Stock, New X-energy Class B Common Stock, New X-energy Class C Common Stock and New X-energy Class D Common Stock.

New X-energy Incentive Plan” means the New X-energy 2023 Incentive Award Plan, which will become effective upon the Closing. A copy of the New X-energy 2023 Incentive Award Plan is attached to this proxy statement/prospectus as Annex F.

New X-energy Preferred Stock” means the preferred stock of New X-energy, par value $0.0001 per share.

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New X-energy Warrant” means a redeemable warrant exercisable for one share of New X-energy Class A Common Stock.

NOAK” means Nth-of-a-kind.

NRC” means the U.S. Nuclear Regulatory Commission.

NYSE” means The New York Stock Exchange.

Ocean Tomo” means Ocean Tomo, LLC, a part of J.S. Held, which served as financial advisor to the Special Committee.

OPG” means Ontario Power Generation, Inc.

OPG Note” means the SMR investment recovery agreement between X-energy and OPG in the form of a note payable for $10.1 million to OPG, which reflects the terms for the repayment to OPG for OPG’s initial investment in the development of an SMR facility.

Organizational Documents Proposal” means the proposal to be considered at the extraordinary general meeting to approve by special resolution the Proposed Certificate of Incorporation and the Proposed By-Laws. A copy of each of the Proposed Certificate of Incorporation and the Proposed By-Laws is attached to this proxy statement/prospectus as Annex C and Annex D, respectively.

Original Extension Promissory Note” means the non-interest bearing, unsecured promissory note issued by AAC to the Sponsor following the approval and implementation of the First Extension.

Original Business Combination Agreement” means the Business Combination Agreement, dated as of December 5, 2022, 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, each of the Series A Parties and Management LLC. A copy of the Original Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1.

Original Commitment Letter” means the commitment letter, dated as of December 5, 2022, by and among AAC, X-energy and the PIPE Investor. A copy of the Original Commitment Letter is attached to this proxy statement/prospectus as Annex M-1.

Original Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of December 5, 2022, by and among AAC, X-energy and the AAC Support Parties. A copy of the Original Sponsor Support Agreement is attached to this proxy statement/prospectus as Annex H-1.

Permitted Financing” in each case, subject to the Permitted Financing Limitations, means one or more capital raising transactions entered into on or after the Signing Date on substantially the same terms as the issuance and sale of the Series C-2 Notes pursuant to the Series C-2 Securities Purchase Agreement, dated on or about the Signing Date, by and among X-energy and the investors party to the Series C-2 Securities Purchase Agreement.

Permitted Financing Limitations” means the following limitations with respect to a Permitted Financing: (i) the aggregate number of securities issued or issuable by X-energy in connection with all Permitted Financings (including the Funded Permitted Financing) may not result in a Change of Control of X-energy; (ii) no Permitted Financing, alone or together with other Permitted Financings, may alter the terms of the Series C-2 Securities Purchase Agreement or the ancillary documents or delay or impair the Transactions; (iii) the securities issued in connection with any Permitted Financing shall convert into X-energy OpCo Common Units in connection with or prior to the Recapitalization; and (iv) the aggregate amount of all Permitted Financings actually funded to X-energy may not exceed $200,000,000 in the aggregate (including the Funded Permitted Financing).

Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind.

PIPE Commitment” means the commitment by the PIPE Investor to purchase in a private placement, to close immediately prior to the Closing, 50,000 shares of Series A Preferred Stock at a purchase price of $1,000.00 per share, resulting in gross proceeds to New X-energy of $50.0 million, subject to the terms and conditions set forth in the Preferred Stock PIPE Subscription Agreement.

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PIPE Investment” means the sale of shares of New X-energy Class A Common Stock, one or more series of preferred stock, or convertible debt securities in a private placement consummated prior to or substantially concurrently with the Closing.

PIPE Investor” means AAC Holdings II LP, a Delaware limited partnership and an affiliate of Ares (together with its permitted assigns).

Preferred Stock PIPE Subscription Agreement” means that certain subscription agreement, dated September 12, 2023, entered into by and between AAC and the PIPE Investor. A copy of the Preferred Stock PIPE Subscription Agreement is attached to this proxy statement/prospectus as Annex Q.

Private Placement Warrants” means the 15,333,333 AAC Warrants, including 1,733,333 additional AAC Warrants to cover over-allotments, each exercisable for one AAC Class A Ordinary Share at $11.50 per share, purchased by the Sponsor for an aggregate purchase price of $23.0 million, or $1.50 per warrant in a private placement that closed simultaneously with the IPO.

Pro Rata Share” with respect to: (i) each AAC Support Party; and (ii) the Sponsor Retained Shares, Sponsor Surrendered Shares, Sponsor Retained Warrants or Sponsor Surrendered Warrants, as applicable (each, a “Security”), means a percentage equal to the quotient of (x) the number of the applicable Security owned of record by such AAC Support Party divided by (y) the aggregate number of the applicable Security owned of record by the AAC Support Parties, as of the applicable time.

Proposed By-Laws” mean the proposed by-laws of New X-energy to be in effect following the Domestication and Business Combination, a form of which is attached to this proxy statement/prospectus as Annex D.

Proposed Certificate of Incorporation” means the proposed certificate of incorporation of New X-energy to be in effect following the Domestication and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex C.

Proposed Organizational Documents” means the Proposed Certificate of Incorporation and the Proposed By-Laws.

Public Shareholders” means the holders of Public Shares.

Public Shares” means the AAC Class A Ordinary Shares sold in the IPO (whether they were purchased in the IPO as part of the AAC Unit or following the IPO in the open market).

Public Warrant Holders” means the holders of the Public Warrants.

Public Warrants” means the AAC Warrants included in the AAC Units sold in the IPO (whether they were purchased in the IPO as part of the AAC Unit or thereafter in the open market).

Recapitalization” means the recapitalization of X-energy whereby all outstanding equity securities of X-energy, including the Existing X-energy Securities, will be converted or exchanged into X-energy Common Units and Earn Out Units, as applicable.

Record Date” means           , 2023.

Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Cayman Constitutional Documents. After the Closing, this amount will be equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like. The Redemption Price will be calculated two business days prior to the completion of the Business Combination in accordance with the Cayman Constitutional Documents.

Redemption” means each redemption of Public Shares for cash pursuant to the Cayman Constitutional Documents.

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

SEC” means the U.S. Securities and Exchange Commission.

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Second Amendment to Business Combination Agreement” means the Second Amendment to Business Combination Agreement, dated as of September 12, 2023, by and among AAC and X-energy. A copy of the Second Amendment to Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-3.

Second Extension” means the extension of the date by which AAC must consummate an initial business consummation from August 4, 2023 to November 6, 2023, or such earlier date as the AAC Board may approve in accordance with the Cayman Constitutional Documents, by amending AAC’s amended and restated memorandum and articles of association, as approved by the AAC shareholders at an extraordinary general meeting of the shareholders on August 1, 2023.

Securities Act” means the U.S. Securities Act of 1933, as amended.

Series A Parties” means each of the Trust, IBX Fund 1, IBX Fund 2, IBX GP and GM Enterprises, as a holder of Series A Preferred Stock of X-energy OpCo.

Series A Preferred Stock” means the Series A convertible preferred stock of New X-energy, par value $0.0001 per share.

Series C-1 Investment” means the purchase by the Series C-1 Investors of the Series C-1 Notes.

Series C-1 Investors” means those certain investors participating in the Series C-1 Investment.

Series C-1 Notes” means the Series C-1 Convertible/Exchangeable promissory notes issued by X-energy.

Series C-2 Investment” means the purchase by the Series C-2 Investors of the Series C-2 Notes pursuant to the Series C-2 Securities Purchase Agreements.

Series C-2 Investors” means those certain investors, including the PIPE Investor, participating in the Series C-2 Investment.

Series C-2 Notes” means the Series C-2 Convertible/Exchangeable promissory notes issued by X-energy.

Series C-2 Securities Purchase Agreements” means the Series C-2 Convertible/Exchangeable Securities Purchase Agreements entered into between X-energy and the Series C-2 Investors.

Shareholder Proposals” means, collectively: (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Cayman Charter Amendment Proposal, (e) the Organizational Documents Proposal, (f) the Advisory Organizational Documents Proposals, (g) the Incentive Plan Proposal, (h) the Director Election Proposal, and (i) the Adjournment Proposal, if presented.

Signing Date” means December 5, 2022.

SMR” means a small modular nuclear reactor.

Special Committee” means the special committee of the board of directors of AAC, which consists of its independent directors.

Sponsor” means Ares Acquisition Holdings LP, a Cayman Islands exempted limited partnership.

Sponsor Earn Out Securities” means 63.25% of the Sponsor Retained Shares and 63.25% of the Sponsor Retained Warrants.

Sponsor Lock-Up Agreement” means the lock-up agreement to be entered into by and between New X-energy and the Sponsor at Closing, pursuant to which the Sponsor will agree not to transfer (a) the shares of New X-energy Class A Common Stock received upon conversion of the Founder Shares for 12 months following the Closing and (b) the New X-energy Warrants received upon conversion of the Private Placement Warrants for 12 months following the Closing, in each case subject to customary exceptions.

Sponsor Retained Shares” means the shares of New X-energy Class A Common Stock held by the AAC Support Parties following the automatic conversion of each issued and outstanding AAC Class B Ordinary Share, on a one-for-one basis, into an AAC Class A Ordinary Share, and the Domestication, which shall be a number of shares of New X-energy Class A Common Stock equal to the product (rounded up to the nearest whole share) of (a) 25,000,000 multiplied by (b) the Sponsor Retention Multiplier.

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Sponsor Retained Warrants” means the New X-energy Warrants held by the AAC Support Parties following the Domestication, which shall be a number of New X-energy Warrants equal to the product (rounded up to the nearest whole share) of (a) 15,333,333 multiplied by (b) the Sponsor Retention Multiplier.

Sponsor Retention Multiplier” means a fraction, not less than 269/1000 and not more than 1000/1000, (a) the numerator of which is the sum of (i) the lesser of (x) (A) all amounts in the Trust Account as of immediately prior to the Closing (and prior to the payment of any AAC transaction costs or X-energy transaction costs), minus (B) all amounts required for the Redemption, plus (C) $50,000,000 and (y) $1,000,000,000, plus (ii) any amounts actually received by X-energy or AAC in connection with, or committed to be funded to X-energy or AAC as of, the consummation of the Business Combination in exchange for equity securities of X-energy or AAC (including the PIPE Investment) (collectively, “Investment Amounts”), plus (iii) the aggregate amount actually funded to the X-energy in connection with any Permitted Financing (but excluding any amounts raised from certain specified persons in a Permitted Financing, up to $100,000,000), and (b) the denominator of which is the sum of (i) $1,000,000,000, plus (ii) any Investment Amounts, plus (iii) the aggregate amount actually funded to the X-energy in connection with any Permitted Financing (but excluding any amounts raised from certain specified persons in a Permitted Financing, up to $100,000,000). If the denominator calculated in accordance with clause (b) of the immediately preceding sentence is greater than $1,400,000,000, such denominator shall be deemed to be equal to $1,400,000,000.

Sponsor Support Agreement” means the Original Sponsor Support Agreement, as amended by the First Amendment to Sponsor Support Agreement, as it may be further amended and supplemented from time to time.

Sponsor Surrendered Shares” means a number of shares of AAC Class B Ordinary Shares equal to (a) 25,000,000 minus (b) the Sponsor Retained Shares.

Sponsor Surrendered Warrants” means a number of AAC Warrants equal to (a) 15,333,333 minus (b) the Sponsor Retained Warrants.

Stock Issuance Proposal” means the proposal to be considered at the extraordinary general meeting to approve the issuance of (a) Series A Preferred Stock issuable to (i) the PIPE Investor pursuant to the Preferred Stock PIPE Subscription Agreement, (ii) the Series C-2 Investors pursuant to the Series C-2 Notes, (iii) the Series C-1 Investors pursuant to the Series C-1 Notes, (iv) Ghaffarian Enterprises pursuant to the Founder Letter Agreement, and (v) any other persons pursuant to subscription, purchase or similar agreements we may enter into prior to Closing; and (b) New X-energy Common Stock and securities convertible into and exercisable for New X-energy Common Stock to (i) the PIPE Investor, if Series A Preferred Stock is issued, (ii) Series C-2 Investors pursuant to the Series C-2 Notes and (iii) the X-energy Members pursuant to the Business Combination Agreement; and (iv) any other persons pursuant to subscription, purchase or similar agreements we may enter into prior to Closing.

Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into by and among New X-energy, X-energy OpCo and certain X-energy Members (the “TRA Holders”) at Closing, pursuant to which, among other things, New X-energy will be required to pay to each TRA Holder 85% of the amount of cash tax savings, if any, that it realizes (or in certain cases, is deemed to realize) as a result of the increases in tax basis resulting from any exchange of X-energy OpCo Common Units for New X-energy Class A Common Stock or cash in the future and certain other tax benefits arising from payments under the Tax Receivable Agreement. A copy of the form of Tax Receivable Agreement is attached to this proxy statement/prospectus as Annex I.

Transaction Documents” means each of the agreements and instruments contemplated by the Business Combination Agreement or otherwise related to the transactions contemplated by the Business Combination Agreement and such other agreements or instruments contemplated by the Business Combination Agreement, in each case, that was executed and delivered on the date of the Business Combination Agreement or on or prior to the date of Closing by an X-energy Member, X-energy, AAC, the Sponsor and any of their respective affiliates. These include the Commitment Letter, the Sponsor Support Agreement, the Member Support Agreement, the Fifth A&R Operating Agreement, the Tax Receivable Agreement, the A&R Registration Rights Agreement, the Sponsor Lock-Up Agreement and the X-energy Lock-Up Agreement and all documents and agreements entered into in connection with the Series C-2 Investment, including the Series C-2 Securities Purchase Agreements.

Transactions” collectively, means the Business Combination and the transactions contemplated by the Series C-2 Investment.

Trust” means The Kamal Ghaffarian Revocable Trust.

Trust Account” means the trust account of AAC, which holds the net proceeds from the IPO, the sale of the Private Placement Warrants and the Contributions, together with interest earned on the net proceeds, less amounts released to pay taxes.

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Trust Agreement” means the Investment Management Trust Agreement, dated as of February 1, 2021, by and between AAC and Continental.

U.K.” means the United Kingdom.

U.S.” means the United States of America.

Warrant Agreement” means the Warrant Agreement, dated as of February 1, 2021, between AAC and Continental, which governs the outstanding AAC Warrants.

X-energy” prior to the Closing means X-Energy Reactor Company, LLC, a Delaware limited liability company.

X-energy Founder” means Kamal Ghaffarian and the Series A Parties.

X-energy Lock-Up Agreement” means the lock-up agreement to be entered into by and between New X-energy and all X-energy Members (the “Lock-Up Holders”) at Closing, pursuant to which the Lock-Up Holders will agree for 12 months following the Closing not to transfer (a) any shares of New X-energy Class A Common Stock; or (b) any securities convertible into, or exercisable, redeemable or exchangeable for, New X-energy Class A Common Stock held by such holder immediately after the Closing, subject to customary exceptions.

X-energy Members” means all members of X-energy prior to the Closing.

X-energy OpCo” means, following the Closing, X-Energy Reactor Company, LLC, a Delaware limited liability company.

X-energy OpCo Common Units” means an interest in X-energy OpCo designated as a “Common Unit” and having the rights and obligations specified with respect to the Common Units in the Fifth A&R Operating Agreement.

X-energy OpCo Warrants” means warrants to purchase X-energy OpCo Common Units with terms substantially similar to the New X-energy Warrants.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to New X-energy’s stockholders following the Closing are for illustrative purposes only and assume the following:

No Public Shareholders exercise their redemption rights in connection with the Closing, and the balance of the Trust Account as of the Closing is the same as its balance on           , 2023 of $             . Please see the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of AAC — Redemption Rights.”
No AAC Warrants will be exercised.
There are no issuances of equity securities of New X-energy prior to the Closing, including any equity awards that may be issued under the New X-energy Incentive Plan following the Business Combination.

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MARKET AND INDUSTRY DATA

We are responsible for the disclosure contained in this proxy statement/prospectus. Information contained in this proxy statement/prospectus concerning the market and the industry in which X-energy competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, X-energy’s knowledge of the markets for its services and solutions, and assumptions made by X-energy based on such sources and knowledge. This information and any estimates provided in this proxy statement/prospectus involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. Notwithstanding the foregoing, we are liable for the information provided in this proxy statement/prospectus. The industry in which X-energy engages or proposes to engage is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to X-energy — Risks Relating to X-energy’s Business” and elsewhere in this proxy statement/prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for AAC’s, X-energy’s and New X-energy’s respective businesses, and the timing for and ability of AAC and X-energy to complete the Business Combination. These statements are based on the beliefs and assumptions of the management of AAC and X-energy. Although AAC and X-energy believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither AAC nor X-energy can assure you that either will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about AAC and X-energy, including:

the ability to satisfy the closing conditions to the Business Combination, including approval by shareholders of AAC;
the ability to realize the benefits expected from the Business Combination;
the ability to consummate the Business Combination;
the ability to obtain and maintain the listing of the New X-energy Class A Common Stock and the New X-energy Warrants on the NYSE following the Business Combination;
the ability to raise financing in the future and to comply with restrictive covenants related to indebtedness;
the future financial performance of New X-energy and X-energy OpCo following the Business Combination;
the expectations and estimates presented regarding certain illustrative unit economics, including expectations with respect to costs, revenue and sources of revenue, and gross margins;
the anticipated timeline for the completion of the design and target delivery estimates of the Xe-100 under the ARDP;
New X-energy’s and X-energy OpCo’s ability to retain or recruit, or to effect changes required in, their respective officers, key employees or directors following the Business Combination;
New X-energy’s and X-energy OpCo’s ability to comply with laws and regulations applicable to its business; and
expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and AAC’s and X-energy’s management teams’ current expectations, forecasts and assumptions. They involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of AAC, X-energy and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing AAC’s or X-energy’s management teams’ views as of any subsequent date. Neither AAC nor X-energy undertake any obligation to update, add or to otherwise correct any forward-looking statements contained in this proxy statement/prospectus to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date of this proxy statement/prospectus or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set out in this proxy statement/prospectus. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially

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different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;
the outcome of any legal proceedings that may be instituted against X-energy or AAC following announcement of the Business Combination;
the inability to complete the Business Combination due to the failure to obtain approval of the AAC shareholders or the failure of AAC to satisfy the conditions to closing in the Business Combination Agreement;
the inability to maintain the listing of the New X-energy Class A Common Stock on the NYSE following the Business Combination;
changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;
delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Business Combination;
changes in applicable laws or regulations;
changes to applicable government policies, priorities, regulations, mandates and funding levels relating to New X-energy’s and X energy OpCo’s business with government entities;
the impact to X-energy and its potential customers from changes in interest rates or inflation and rising costs, including commodity and labor costs;
changes to the appropriations or funding available under the ARDP, including any failure by the U.S. government to appropriate additional funding to the ARDP, either to complete the existing award or in light of increased project costs and inflationary pressures;
construction delays affecting the initial deployment of the Xe-100 under the ARDP;
the risk that the Business Combination disrupts current plans and operations of X-energy;
the ability to raise sufficient capital to fund New X-energy’s and X-energy OpCo’s business plan, including limitations on the amount of capital raised in the Business Combination as a result of redemptions or otherwise;
the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of New X-energy and X-energy OpCo to grow and manage growth profitably;
the impact and potential extended duration of the current supply/demand imbalance in the market for high-assay low-enriched uranium;
whether government funding for HALEU for government or commercial uses will result in adequate supply on anticipated timelines to support X-energy’s business;
X-energy’s business with various governmental entities being subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and being negatively or positively impacted by any change to such policies, priorities, regulations, mandates and funding levels;

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New X-energy’s, X-energy OpCo’s and their commercial partners’ ability to obtain regulatory approvals necessary to deploy small modular reactors in the U.S. and abroad in a timely way, or at all;
economic, cost and supply-chain uncertainty caused by the impacts of the conflict in Ukraine and high levels of inflation and interest rates;
New X-energy’s, X-energy OpCo’s and their commercial partners’ ability to deliver cost-competitive electricity from X-energy’s small modular reactors and to deliver cost-competitive fuel for such reactors;
the inclusion or exclusion of advance nuclear technologies in regulatory schemes related to climate change and/or reductions in carbon emissions;
costs related to the Business Combination;
the ability to accurately assess costs associated with developing the Xe-100 and fuel fabrication facilities; and
other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 27.

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF AAC

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that may be important to AAC’s shareholders. AAC urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to in this proxy statement/prospectus, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held at      a.m., Eastern Time, on       , 2023 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and virtually via live webcast. To participate in the extraordinary general meeting online, visit and enter the 12-digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

Q.

Why am I receiving this proxy statement/prospectus?

A.AAC shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. The Business Combination Agreement provides for, among other things, the Domestication of AAC to Delaware as described below, AAC subsequently acquiring equity securities and becoming the managing member of X-energy and AAC issuing securities to the X-energy Members, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal” for more detail.

You are encouraged to read the Original Business Combination Agreement, which is attached to this proxy statement/prospectus as Annex A-1, and the First Amendment to Business Combination Agreement, which is attached to this proxy statement/prospectus as Annex A-2, and the Second Amendment to Business Combination Agreement, which is attached to this proxy statement/prospectus as Annex A-3, in their entirety.

As a condition to the Closing, and at least one day prior to the Closing, AAC will change its jurisdiction of incorporation by effecting a deregistration under Section 206 of the Companies Act and a domestication under Section 388 of the DGCL, pursuant to which AAC’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. Prior to the Domestication, pursuant to the Cayman Constitutional Documents, each AAC Class B Ordinary Share will convert automatically, on a one-for-one basis, into an AAC Class A Ordinary Share. Immediately following such conversion, in connection with the Domestication, (i) each of the then issued and outstanding AAC Class A Ordinary Shares will convert automatically, on a one-for-one basis, into a share of New X-energy Class A Common Stock, each of which will carry voting rights of one vote per share; (ii) each of the then issued and outstanding AAC Warrants will automatically become a New X-energy Warrant; and (iii) each AAC Unit issued and outstanding immediately prior to the Domestication will automatically be canceled and each holder will be entitled to one share of New X-energy Class A Common Stock and one-fifth of one New X-energy Warrant per AAC Unit held immediately prior to the Domestication.

Concurrently with the Domestication and subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, including approval by AAC’s shareholders, AAC will adopt the Proposed Certificate of Incorporation which, among other things, will implement a revised capital structure with shares of New X-energy Class A Common Stock having one vote per share and economic rights, shares of New X-energy Class B Common Stock having one vote per share and no economic rights, shares of New X-energy Class C Common Stock having ten votes per share and no economic rights and shares of New X-energy Class D Common Stock having ten votes per share and economic rights. See the section of this proxy statement/prospectus entitled “The Domestication Proposal” for additional information.

Immediately prior to the Closing, X-energy will effectuate the Recapitalization whereby all outstanding equity securities of X-energy, including the Existing X-energy Securities, will be converted or exchanged into X-energy OpCo Common Units and Earn Out Units, as applicable. See the sections of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — The Proposals to be Submitted at the Extraordinary General Meeting — The Business Combination Proposal.”

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT. PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING

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THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF AAC AND X-ENERGY, IN ITS ENTIRETY.

Q.

What proposals are shareholders of AAC being asked to vote upon?

A.At the extraordinary general meeting, AAC is asking holders of AAC Ordinary Shares to consider and vote upon:
The Business Combination Proposal;
The Domestication Proposal;
The Stock Issuance Proposal;
The Cayman Charter Amendment Proposal;
The Organizational Documents Proposal;
The Advisory Organizational Documents Proposals;
The Incentive Plan Proposal;
The Director Election Proposal; and
The Adjournment Proposal, if presented.

If AAC’s shareholders do not approve each of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Organizational Documents Proposal (collectively, the “Condition Precedent Proposals”), then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See the sections of this proxy statement/prospectus entitled “The Business Combination Proposal,” “The Domestication Proposal,” “The Stock Issuance Proposal” and “The Organizational Documents Proposal.”

AAC will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of AAC should read it carefully.

After careful consideration, the AAC Board and the Special Committee have determined that each of (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Cayman Charter Amendment Proposal, (e) the Organizational Documents Proposal, (f) the Advisory Organizational Documents Proposals, (g) the Incentive Plan Proposal, (h) the Director Election Proposal, and (i) the Adjournment Proposal, if presented, is in the best interests of AAC and its shareholders, and unanimously recommend that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of AAC’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of AAC and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. AAC’s directors and officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of AAC’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Q.

Are the proposals conditioned on one another?

A.Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals, the Cayman Charter Amendment Proposal, the Incentive

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Plan Proposal, the Director Election Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal.

Q.

Why is AAC proposing the Business Combination?

A.AAC was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

X-energy is a leading developer of advanced SMRs and fuel technology for clean energy generation. Based on AAC’s due diligence investigations of X-energy and the industry in which it operates, including the financial and other information provided by X-energy in the course of AAC’s due diligence investigations, the AAC Board believes that the Business Combination with X-energy is in the best interests of AAC and its shareholders and presents an opportunity to increase shareholder value. See “The Business Combination Proposal — The AAC Board’s and the Special Committee’s Reasons for the Approval of the Business Combination” of this proxy statement/prospectus for additional information.

Q.

What will X-energy Members receive in connection with the Business Combination?

A.

Pursuant to the Business Combination Agreement, (i) Management LLC will contribute all of its X-energy OpCo Common Units to AAC in exchange for an equal number of shares of New X-energy Class A Common Stock and all of its Earn Out Units for an equal number of Earn Out Shares, and (ii) each of the Series A Parties will contribute a portion of their respective X-energy OpCo Common Units to AAC in exchange for an equal number of shares of New X-energy Class D Common Stock.

Pursuant to the Business Combination Agreement, New X-energy will also issue (i) to the X-energy Founder a number of shares of New X-energy Class C Common Stock equal to the number of X-energy OpCo Common Units held by the X-energy Founder as of and on the Closing Date (after giving effect to the Series A Party Exchange) and (ii) to each other X-energy Member a number of shares of New X-energy Class B Common Stock equal to the number of X-energy OpCo Common Units held by such X-energy Member as of and on the Closing Date (after giving effect to the Management LLC Exchange), in each case, pursuant to individual subscription agreements to be entered into between each X-energy Member, New X-energy and X-energy.

As part of the Recapitalization, the 52,500,000 Earn Out Units will be subject to vesting at the Closing and will be earned, released and delivered upon satisfaction of the following milestones: (i) 26,250,000 Earn Out Units will vest to the X-energy Members and, solely with respect to the Earn Out Units held by New X-energy following the consummation of the transactions contemplated by the Contribution Agreement, New X-energy, if, during the Earn Out Period, Triggering Event I occurs; and (ii) 26,250,000 Earn Out Units will vest to the X-energy Members and, solely with respect to the Earn Out Units held by New X-energy following the consummation of the transactions contemplated by the Contribution Agreement, New X-energy, if, during the Earn Out Period, Triggering Event II occurs. If, following the Closing Date and prior to the third anniversary of the Closing, there is a Change of Control (as defined in the Business Combination Agreement), then Triggering Event I and Triggering Event II shall be deemed to occur and the Earn Out Units shall vest to the X-energy Members and, solely with respect to the Earn Out Units held by New X-energy following the consummation of the transactions contemplated by the Contribution Agreement, New X-energy. If a Change of Control occurs following the third anniversary of the Closing Date and prior to the expiration of the Earn Out Period that results in the holders of New X-energy Class A Common Stock receiving a per share price greater than or equal to $12.50 or $17.50, respectively, then immediately prior to the consummation of such Change of Control, Triggering Event I or Triggering Event II, as applicable, will be deemed to have occurred and the Earn Out Units shall vest to the X-energy Members and, solely with respect to the Earn Out Units held by New X-energy following the consummation of the transactions contemplated by the Contribution Agreement, New X-energy.

Each X-energy OpCo Common Unit, when paired with one share of New X-energy Class B Common Stock or one share of New X-energy Class C Common Stock, is exchangeable, in tandem with the cancellation of the paired share of New X-energy Class B Common Stock or share of New X-energy Class C Common Stock, for one share of New X-energy Class A Common Stock. After the expiration of the Lock-Up Period, holders of X-energy OpCo Common Units will be permitted to exchange such X-energy OpCo Common Units (along with the cancellation of the paired share of New X-energy Class B Common Stock or share of New X-energy Class C Common Stock) for shares of New X-energy Class A Common Stock on a one-for-one basis pursuant to the Fifth A&R Operating Agreement and the Proposed Certificate of Incorporation (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or at the election of New X-energy (determined by a majority of the directors of New X-energy who are disinterested with respect to such determination), cash from a substantially concurrent

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public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of such public offering or private sale.

Q.

What equity stake will current AAC shareholders and X-energy Members hold in New X-energy immediately after the Closing?

A.

Upon the Closing, the post-Closing share ownership of New X-energy under (1) the No Redemptions Scenario, (2) the 50% Redemptions Scenario and (3) the Maximum Redemptions Scenario, in each case:

after giving effect to the redemption of 53,002,919 shares on February 2, 2023 and the redemption of 1,392,821 shares on August 1, 2023; and
excluding the dilutive effect of X-energy outstanding warrants and earn-out consideration.

    

No Redemptions

    

50% Redemptions

Maximum Redemptions

Scenario(1)(2)

Scenario(1)(3)

Scenario(1)(4)

Class A

    

Class A

    

    

Class A

    

Common

Ownership

Common

Ownership

Common

Ownership

Stock

 %*

Stock

%*

Stock

%*

 

Public Shareholders

45,604,260

33.7

%  

22,802,130

20.7

%  

0

0.0

%

Sponsor(5)

5,237,520

3.9

%  

3,182,905

2.9

%  

2,471,438

2.8

%

X-energy Members(7)

 

84,424,161

 

62.4

%  

84,424,161

 

76.5

%  

84,424,161

 

97.2

%

Total

 

135,265,941

 

100.0

%  

110,409,196

 

100.0

%  

86,895,599

 

100.0

%

*

Amounts may not sum due to rounding.

The dilutive effect of the Warrants, Sponsor Earn Out Securities and Earn Out Units are presented in the table below:

No Redemptions

50% Redemptions

Maximum Redemption

Scenario

Scenario

Scenario

Class A Common

Ownership

Class A Common

Ownership

Class A Common

Ownership

    

Stock

    

%*

    

Stock

    

%*

    

Stock

    

 %*

 

Public Shareholders

45,604,260

20.2

%  

22,802,130

11.8

%  

0

0.0

%

Public Warrant Holders(8)

20,000,000

8.9

%  

20,000,000

10.3

%  

20,000,000

11.9

%

Sponsor(6)

 

14,251,755

 

6.3

%  

8,660,965

 

4.5

%  

6,725,000

 

4.0

%

Private Placement Warrant Holders(8)(9)

 

8,741,076

 

3.9

%  

5,312,059

 

2.7

%  

4,124,667

 

2.5

%

X-energy Members(7)

 

84,424,161

 

37.4

%  

84,424,161

 

43.6

%  

84,424,161

 

50.3

%

Earn Out Units(10)

 

52,500,000

 

23.3

%  

52,500,000

 

27.1

%  

52,500,000

 

31.3

%

Total

 

225,521,252

 

100.0

%  

193,699,315

 

100.0

%  

167,773,828

 

100.0

%

*

Amounts may not sum due to rounding.

(1)Share ownership presented under each redemptions scenario in the table above is only presented for illustrative purposes. AAC cannot predict how many Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current AAC shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to AAC — The ability of our Public Shareholders to exercise redemption rights with respect to a significant portion of our Public Shares could increase the probability that the Business Combination will be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares.
(2)Based on 45,604,260 AAC Class A Ordinary Shares outstanding as of August 7, 2023.
(3)This scenario assumes that 22,802,130 AAC Class A Ordinary Shares, or 50% of the Public Shares as of August 7, 2023, are redeemed for an aggregate payment of approximately $242,192,996.50 (based on the estimated per share Redemption Price of approximately $10.62 per share) from the Trust Account, which is a redemptions scenario that could occur.
(4)This scenario assumes that 45,604,260 of AAC Class A Ordinary Shares are redeemed for an aggregate payment of approximately $484,385,993.01 (based on the estimated per share Redemption Price of approximately $10.62 per share) from the Trust Account, which is a redemptions scenario that could occur.

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(5)Represents AAC Class B Ordinary Shares retained by the Sponsor after a portion is forfeited in the event of AAC shareholder redemptions (Sponsor Retained Shares per the Sponsor Support Agreement). Assuming the conversion of the Series A Preferred Stock (which includes the Series A Preferred Stock received upon conversion of the Series C-2 Notes, the Series A Preferred Stock received upon the conversion of the Series C-1 Notes and the Series A Preferred Stock issued pursuant to the Founder Letter Agreement) into New X-energy Class A Common Stock at $10.00 per share immediately following the Closing and not taking into account the dilutive effect of the Warrants, Sponsor Earn Out Securities and Earn Out Units, the ownership percentage of the Sponsor and other affiliates of Ares would be 8.5%, assuming no redemptions, 8.5%, assuming 50% redemptions, and 9.6%, assuming maximum redemptions.
(6)Includes Sponsor Retained Shares subject to price vesting as defined in Sponsor Earn Out Securities. Assuming the conversion of the Series A Preferred Stock (which includes the Series A Preferred Stock received upon conversion of the Series C-2 Notes, the Series A Preferred Stock received upon the conversion of the Series C-1 Notes and the Series A Preferred Stock issued pursuant to the Founder Letter Agreement) into New X-energy Class A Common Stock at $10.00 per share immediately following the Closing and taking into account the dilutive effect of the Warrants, Sponsor Earn Out Securities, Earn Out Units, the ownership percentage of the Sponsor and other affiliates of Ares would be 12.5%, assuming no redemptions, 10.2%, assuming 50% redemptions, and 9.9%, assuming maximum redemptions.
(7)Assumes the exchange of X-energy OpCo Common Units and simultaneous surrender of New X-energy Class B Common Stock or New X-energy Class C Common Stock for shares of New X-energy Class A Common Stock, in accordance with the terms of the Fifth A&R Operating Agreement.
(8)Represents shares issuable upon the exercise of New X-energy Warrants. New X-energy Warrants will be exercisable beginning 30 days following the Closing for one share of New X-energy Class A Common Stock at an initial exercise price of $11.50 per share in accordance with the terms of the warrants. Each redemption scenario assumes that all outstanding warrants are exercised for cash.
(9)Includes only Sponsor Retained Warrants. Pursuant to the Sponsor Support Agreement, the Sponsor will forfeit a portion of its Private Placement Warrants in the event of AAC shareholder redemptions. The Sponsor Retention Multiplier includes $33 million of funding to date in the Series C-2 Investment (net of amounts raised from certain specified persons) and $50 million from the PIPE Commitment.
(10)Represents Earn Out Units issuable to X-energy Members subject to vesting at the Closing. 50% of the Earn Out Units are delivered upon satisfaction of Triggering Event I and 50% are delivered upon satisfaction of Triggering Event II.

Q.

How has the announcement of the Business Combination affected the trading price of the AAC Class A Ordinary Shares?

A.On December 5, 2022, the last trading date prior to the public announcement of the Business Combination, AAC Units, AAC Class A Ordinary Shares and Public Warrants closed at $10.04, $10.03 and $0.05, respectively. As of September 18, 2023, the last practicable trading day immediately prior to the filing date of this proxy statement/prospectus, the closing price for each AAC Unit, AAC Class A Ordinary Share and Public Warrant was $10.87, $10.73 and $0.75, respectively.

Q.

Will AAC obtain new financing in connection with the Business Combination?

A.Concurrently with the execution of the Original Business Combination Agreement, on December 5, 2022, X-energy entered into a Series C-2 Securities Purchase Agreement with certain Series C-2 Investors, pursuant to which such Series C-2 Investors agreed to purchase $75.0 million aggregate principal amount of Series C-2 Notes that will be convertible into Series A Preferred Stock at an initial conversion price of $900.00 per share. Additionally, on January 11, 2023 and January 16, 2023, X-energy signed Series C-2 Securities Purchase Agreements with additional Series C-2 Investors, whereby X-energy agreed to issue an aggregate of $28.0 million of Series C-2 Notes that will be convertible into Series A Preferred Stock at an initial conversion price of $900.00 per share. Depending on redemptions, markets conditions and other factors, AAC and X-energy may seek additional capital in the form of a private investment in public equity (the “PIPE”).

On September 12, 2023, concurrently with the execution of the Second Amendment to Business Combination, AAC entered into the Preferred Stock PIPE Subscription Agreement with the PIPE Investor. Pursuant to the Preferred Stock PIPE Subscription Agreement, the PIPE Investor agreed to subscribe for and purchase, and AAC agreed to issue and sell to the PIPE Investor, on the

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Closing Date, an aggregate of 50,000 shares of Series A Preferred Stock for an aggregate purchase price of $50 million. For more information, see “The Business Combination Proposal — Related Agreements — Preferred Stock PIPE Subscription Agreement.

On September 12, 2023, in connection with the PIPE Commitment, AAC entered into the Founder Letter Agreement with X-energy and Ghaffarian Enterprises, pursuant to which Ghaffarian Enterprises agreed, in connection with the consummation of the Business Combination, to contribute or cause to be contributed the Contribution Amount to X-energy, which is currently anticipated to be $29,276,000. X-energy 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 the Bank of New York Credit Facility. Upon receipt of the Contribution Amount, X-energy will issue to Ghaffarian Enterprises or its designees units of X-energy with a value equal to the Contribution Amount. In connection with the Closing, Ghaffarian Enterprises or its applicable designees will contribute all such units to AAC and AAC will issue to Ghaffarian Enterprises or its applicable designees a number of shares of Series A Preferred Stock determined by dividing (x) the Contribution Amount, by (y) $1,000 per share, subject to the terms of the Founder Letter Agreement (the “Founder Contribution”).

See “The Business Combination Proposal — Related Agreements — Preferred Stock PIPE Subscription Agreement” of this proxy statement/prospectus for additional information. A copy of the Original Commitment Letter, the First Amendment to Commitment Letter, the Preferred Stock PIPE Subscription Agreement and the Founder Letter Agreement are attached to this proxy statement/prospectus as Annex M-1 Annex M-2, Annex Q and Annex R, respectively, which you are encouraged to read in their entirety.

Q.

Why is AAC proposing the Domestication?

A.The AAC Board believes that there are significant advantages to New X-energy that will arise as a result of a change of AAC’s domicile to the State of Delaware, including: (a) the prominence, predictability and flexibility of the DGCL; (b) Delaware’s well-established principles of corporate governance; and (c) the increased ability for Delaware corporations to attract and retain qualified directors. Further, the AAC Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. Each of the foregoing are discussed in greater detail in the section of this proxy statement/prospectus entitled “The Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, AAC will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file the Proposed Certificate of Incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which AAC will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the AAC Class A Ordinary Shares and AAC Class B Ordinary Shares, voting together as a single class, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

Q.

What amendments will be made to the Cayman Constitutional Documents?

A.AAC’s shareholders are being asked to consider and vote upon proposals to amend the Cayman Constitutional Documents. See “The Cayman Charter Amendment Proposal” of this proxy statement/prospectus for additional information. AAC’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace the Cayman Constitutional Documents, in each case, under the Companies Act, with the Proposed Certificate of Incorporation and the Proposed By-Laws, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents. These differences are discussed in greater detail in the section of this proxy statement/prospectus entitled “The Domestication Proposal.”

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Q.

How will the Domestication affect my AAC Class A Ordinary Shares, AAC Warrants and AAC Units?

A.In connection with the Domestication, (a) each AAC Class A Ordinary Share issued and outstanding immediately prior to the Domestication will remain outstanding and will automatically convert, on a one-for-one basis, into one share of New X-energy Class A Common Stock, (b) each AAC Warrant will automatically represent the right to purchase one share of New X-energy Class A Common Stock on the same terms as the AAC Warrants, and (c) each AAC Unit issued and outstanding immediately prior to the Domestication will automatically be canceled and each holder will be entitled to one share of New X-energy Class A Common Stock and one-fifth of one New X-energy Warrant.

Q.

What are the material U.S. federal income tax considerations of the Domestication?

A.As discussed more fully under “U.S. Federal Income Tax Considerations” of this proxy statement/prospectus, AAC intends for the Domestication to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). Assuming that the Domestication so qualifies, and subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “U.S. Federal Income Tax Considerations — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations,” U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — II. U.S. Holders”) will be subject to Section 367(b) of the Code in connection with the Domestication and, as a result:
a U.S. Holder who beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of AAC shares entitled to vote or 10% or more of the total value of all classes of AAC shares (a “10% U.S. Shareholder”) on the date of the Domestication generally will be required to include in income as a deemed dividend deemed paid by AAC the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the AAC Class A Ordinary Shares held directly by such U.S. Holder;
a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose AAC Class A Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication generally will recognize gain (but not loss) with respect to its AAC Class A Ordinary Shares as if such U.S. Holder exchanged its AAC Class A Ordinary Shares for New X-energy Class A Common Stock in a taxable transaction unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend deemed paid by AAC the “all earnings and profits” amount attributable to such U.S. Holder’s AAC Class A Ordinary Shares; and
a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose AAC Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367 of the Code in connection with the Domestication.

AAC does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication. However, the determination of earnings and profits is complex and may be impacted by numerous factors (including matters discussed in this proxy statement/prospectus). It is possible that the amount of AAC’s cumulative net earnings and profits could be positive through the date of the Domestication.

As discussed more fully under “U.S. Federal Income Tax Considerations — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations,” AAC believes that it is likely classified as a PFIC for U.S. federal income tax purposes. If AAC were classified as a PFIC for U.S. federal income tax purposes, then notwithstanding the U.S. federal income tax consequences of the Domestication discussed in the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code and certain other PFIC rules (which have retroactive effective dates), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of AAC Class A Ordinary Shares or AAC Warrants for New X-energy Class A Common Stock or New X-energy Warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. The proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code and such other PFIC rules may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations — d. QEF Election and Mark-to-Market Election” with

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respect to their AAC Class A Ordinary Shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Under current law, no such elections may be made with respect to AAC Warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations — II. U.S. Holders.”

Each U.S. Holder is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of AAC Class A Ordinary Shares and AAC Warrants for New X-energy Class A Common Stock and New X-energy Warrants pursuant to the Domestication.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — III. Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. Holder’s New X-energy Class A Common Stock after the Domestication.

Moreover, if the Domestication were to occur prior to the redemption of U.S. Holders that exercise redemption rights with respect to AAC Class A Ordinary Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”

Q.

What is the Tax Receivable Agreement?

A:

In connection with the Closing, New X-energy will enter into a Tax Receivable Agreement with X-energy OpCo and the TRA Holders. The Tax Receivable Agreement will provide for the payment by New X-energy to the TRA Holders of 85% of the amount of cash tax savings, if any, that New X-energy actually realizes (or in some circumstances is deemed to realize) as a result of the Basis Adjustments and Interest Deductions. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to fully use all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the Basis Adjustments and Interest Deductions would aggregate to approximately $319.6 million over 20 years from the date of the Business Combination (inclusive of any day-one liabilities as a result of the Business Combination), based on a $10.00 per share trading price of New X-energy Class A Common Stock and assuming all future redemptions or exchanges would occur one year after the Business Combination at the same assumed price per share. Under such scenario, assuming future payments are made on the due date (with extension) of each relevant U.S. federal income tax return, we would be required to pay the TRA Holders approximately 85% of such amount, or approximately $271.7 million, over the 20-year period from the date of the Business Combination, and we would benefit from the remaining 15% of the tax benefits. We will depend on cash distributions from X-energy OpCo to make payments under the Tax Receivable Agreement. Any payments made by us to the TRA Holders under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available to us.

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless New X-energy exercises its right to terminate the Tax Receivable Agreement or certain other acceleration events occur (including upon a change of control) that results in an early termination of the Tax Receivable Agreement, in each case, pursuant to which New X-energy would be required to pay an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement (computed using certain assumptions). The summary of the terms of the Tax Receivable Agreement is not a complete description thereof and is qualified in its entirety by the full text thereof. For additional information, please see “The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

Q.

Do I have redemption rights?

A.If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?

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Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in our IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and AAC’s independent directors have agreed to waive their redemption rights with respect to all of the Founder Shares in connection with the Closing. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share Redemption Price.

Q.

How do I exercise my redemption rights?

A.If you are a Public Shareholder and wish to exercise your right to redeem the Public Shares, you must:
1.(i) hold Public Shares or (ii) hold Public Shares through AAC Units and elect to separate your AAC Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;
2.submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that New X-energy redeem all or a portion of your Public Shares for cash; and
3.deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2023 (two business days before the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

The address of Continental is listed under the question “Who can help answer my questions?” of this proxy statement/prospectus.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of         , 2023, this would have amounted to approximately $         per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of AAC’s creditors, if any, which could have priority over the claims of the Public Shareholders. The per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the Closing.

Any request for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with AAC’s consent, until the Domestication. Furthermore, if a holder of a Public Share delivers its share certificates (if any) along with the redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that AAC permit the withdrawal of the request for redemption and instruct Continental, to return the share certificates (physically or electronically). The holder can make such request by contacting Continental at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of redemption rights must be received by Continental at least two business days prior to the scheduled date of the vote at the extraordinary general meeting. No request for redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to Continental, at least two business days prior to the scheduled date of the vote at the extraordinary general meeting.

If a holder of Public Shares properly makes a request for redemption and the certificates for Public Shares (if any) along with the redemption forms are delivered as described above, then, if the Business Combination is consummated, New X-energy will redeem the Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior

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to the Closing. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If you are a holder of Public Shares and you exercise your redemption rights, such exercise will not result in the loss of any Public Warrants that you may hold.

Q.

If I am a holder of Public Warrants, can I exercise redemption rights with respect to my Public Warrants?

A.No. The holders of AAC Warrants have no redemption rights with respect to such securities.

Assuming that no more than 22,802,130 Public Shares, representing 50% of the number of Public Shares outstanding (after giving effect to the redemption of 53,002,919 Public Shares on February 2, 2023 and the additional redemption of 1,392,821 Public Shares on August 1, 2023), are redeemed for an aggregate payment of approximately $242.2 million from the Trust Account, which is a potential amount of redemptions, and assuming that each redeeming Public Shareholder holds one-fifth of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each AAC Unit) and using the closing warrant price on the NYSE of $0.75 as of September 18, 2023, the aggregate fair value of Public Warrants that can be retained by redeeming Public Shareholders is approximately $6,840,639. Assuming the maximum redemptions scenario, resulting in Public Shares redeemed for an aggregate payment of approximately $484.4 million from the Trust Account, and assuming that each redeeming Public Shareholder holds one-fifth of one Public Warrant for each Public Share being redeemed (representing the number of Public Warrants included in each AAC Unit) and using the closing warrant price on the NYSE of $0.75 as of September 18, 2023, the aggregate fair value of Public Warrants that can be retained by redeeming Public Shareholders is approximately $3,420,320. The actual market price of the Public Warrants may be higher or lower on the date that warrant holders seek to sell such Public Warrants. Additionally, AAC cannot assure the holders of warrants that they will be able to sell their Public Warrants in the open market as there may not be sufficient liquidity in such securities when warrant holders wish to sell their Public Warrants. Further, while the level of redemptions of Public Shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, all holders of New X-energy Warrants following the Closing who exercise such New X-energy Warrants will ultimately own a greater interest in New X-energy because there would be fewer shares outstanding overall.

Q.

How do the Public Warrants differ from the Private Placement Warrants, and what are the related risks for any Public Warrant Holders after the Business Combination?

A.The Public Warrants are identical to the Private Placement Warrants in all material terms and provisions, except that the Private Placement Warrants (including the shares of New X-energy Class A Common Stock issuable upon exercise of the Private Placement Warrants) may not be transferred, assigned or sold by the holders until 30 days after the Closing, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the Sponsor or any of its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or any of its permitted transferees, the Private Placement Warrants will be redeemable by AAC and exercisable by such holders on the same basis as the Public Warrants.

Following the Closing, we may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, making your warrants worthless. AAC may redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the last reported sale price of New X-energy Class A Common Stock equals or exceeds $18.00 per share (as may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption, and provided that certain other conditions are met. If and when the Public Warrants become redeemable by AAC, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, AAC may redeem the Public Warrants as set forth above even if the holders are otherwise unable to exercise the Public Warrants. Redemption of the outstanding Public Warrants could force you to (i) exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.

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In addition, AAC has the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that (a) the last reported sales price of New X-energy Class A Common Stock equals or exceeds $10.00 per share (as may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and (b) certain other conditions are met, including that Public Warrant Holders will be able to exercise their Public Warrants prior to redemption for a number of shares of New X-energy Class A Common Stock determined based on the redemption date and the fair market value of the shares of New X-energy Class A Common Stock. The value received upon exercise of the Public Warrants (i) may be less than the value the holders would have received if they had exercised their Public Warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the Public Warrants.

If AAC calls the Public Warrants for redemption, management of AAC will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the Warrant Agreement. The exercise price and number of shares of New X-energy Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuance of New X-energy Class A Common Stock at a price below its exercise price. Additionally, in no event will AAC be required to net cash settle the Public Warrants. If AAC is unable to complete a business combination by November 6, 2023, or such earlier date as the AAC Board may approve in accordance with the Cayman Constitutional Documents, and AAC liquidates the funds held in the Trust Account, holders of the Public Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from AAC’s assets held outside of the Trust Account with the respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

Q.

What are the U.S. federal income tax consequences of exercising my redemption rights?

A.The U.S. federal income tax consequences of exercising your redemption rights with respect to your Public Shares depend on when the redemption occurs and your particular facts and circumstances. It is possible that you may be treated as selling your shares and, as a result, recognize capital gain or capital loss. It is also possible that the Redemption may be treated as a distribution for U.S. federal income tax purposes. Whether a redemption of shares qualifies for sale treatment will depend largely on the total number of shares of AAC (or New X-energy, as the case may be) stock you are treated as owning before and after the redemption (including any shares that you constructively own as a result of owning Public Warrants and any shares that you directly or indirectly acquire pursuant to the Business Combination) relative to all of the shares of AAC (or New X-energy, as the case may be) stock outstanding both before and after the redemption. If the Domestication were to occur prior to the Redemption of any Public Shareholder, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — II. U.S. Holders”) exercising redemption rights will be subject to the potential tax consequences of the Domestication, including under Section 367 of the Code and potential tax consequences of the U.S. federal income tax rules relating to PFICs. Even if the Domestication were to occur after the Redemption, such redeeming U.S. Holder generally will be subject to the PFIC rules with respect to any gain or loss recognized by the U.S. Holder on its deemed sale of its AAC Class A Ordinary Shares (if the redemption were treated as a sale of shares) or any corporate distributions deemed received on its AAC Class A Ordinary Shares (if the redemption were treated as a corporate distribution). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”

All Public Shareholders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q.

What happens to the funds deposited in the Trust Account after the Closing?

A.Following the closing of the IPO, $1,000,000,000 ($10.00 per AAC Unit) of the net proceeds from the IPO and the sale of the Private Placement Warrants was placed in the Trust Account. As of August 7, 2023, funds in the Trust Account totaled $484,385,993.01, and were comprised entirely of U.S. government securities with maturities of 185 days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and the regulations thereunder (collectively the “Investment Company Act”). These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of: (a) the completion of a business combination (including the Closing); (b) the redemption of all of the Public Shares if AAC is unable to complete a business combination by November 6, 2023, or such earlier date as the AAC Board may approve in accordance with the Cayman Constitutional Documents; and (c) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional

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Documents: (i) to modify the substance or timing of AAC’s obligation to redeem 100% of the Public Shares in connection with its initial business combination or if it does not complete a business combination by November 6, 2023, or such earlier date as the AAC Board may approve in accordance with the Cayman Constitutional Documents; or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, subject to applicable law.

Upon the Closing, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of New X-energy following the Business Combination. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

Q.

What underwriting fees are payable in connection with the Business Combination?

A.

Pursuant to the Underwriting Agreement, dated February 1, 2021 (the “Underwriting Agreement”), by and among AAC and Citigroup Global Markets Inc. (“Citi”) and UBS Securities LLC (“UBS”), acting as representatives of the several underwriters in connection with the IPO, AAC paid a cash underwriting fee to the underwriters of $20.0 million and agreed to pay the underwriters a deferred underwriting fee of $0.35 per AAC Unit, totaling $35.0 million, before taking into account any resignations, refusals to act and fee waivers from Barclays (as defined below) and Morgan Stanley (as defined below), upon the consummation of the Business Combination, payable from amounts held in the Trust Account. The following table illustrates the effective underwriting discount on a percentage basis of the Trust Proceeds available to New X-energy at each redemption level identified below, and includes (i) the cash underwriting fee that was paid in connection with the IPO and (ii) the payment of the deferred underwriting fees payable upon the consummation of the Business Combination, each of which are not adjusted for redemptions:

    

Assuming
No Redemptions

    

Assuming
50% Redemptions

    

Assuming
Maximum
Redemptions

Unredeemed Public Shares

45,604,260

22,802,130

Trust Proceeds to New X-energy

$

484,385,993.01

$

242,192,996.51

Upfront Underwriting Fee

$

20,000,000

$

20,000,000

$

20,000,000

Deferred Underwriting Fee

$

35,000,000

$

35,000,000

$

35,000,000

Total Underwriting Fee

$

55,000,000

$

55,000,000

$

55,000,000

Total Underwriting Fee, as percentage of Trust Proceeds to New X-energy

11

%  

23

%  

N/A

The aggregate fees payable to the underwriters contingent upon the completion of the Business Combination, including fees payable for acting as capital markets advisors but excluding any fees payable as PIPE placement agents, is expected to be a maximum of $35.0 million. Fees payable to the underwriters as PIPE placement agents will be based upon amounts raised, if any, in a successful PIPE transaction.

Q.

What are the potential impacts on the Business Combination resulting from Barclays and Morgan Stanley not participating?

A.

On June 29, 2023, Barclays Capital Inc. (“Barclays”) delivered a notice to the SEC (the “Barclays 11(b)(1) Letter”), and on July 21, 2023, Morgan Stanley & Co. LLC (“Morgan Stanley”) delivered a notice to the SEC (the “Morgan Stanley 11(b)(1) Letter” and, together with the Barclays 11(b)(1) Letter, the “Underwriter 11(b)(1) Letters”) pursuant to Section 11(b)(1) under the Securities Act indicating that, effective as of June 29, 2023 and July 21, 2023, respectively, each of Barclays and Morgan Stanley had resigned from, and/or ceased or refused to act in, any capacity and relationship with respect to the Business Combination, as applicable, and had refused to act in, every office, capacity and/or relationship and disclaimed taking part in any preparation and any responsibility for any portion of information disclosed in this proxy statement/prospectus, as applicable. AAC will not speculate about the reasons for either Barclays’ or Morgan Stanley’s delivery of the Underwriter 11(b)(1) Letters, and AAC does not have any further information as to why Barclays and Morgan Stanley submitted their respective Underwriter 11(b)(1) Letters. In addition, in a letter to AAC dated June 29, 2023 (the “Barclays Fee Waiver Letter”) and a letter to AAC dated July 21, 2023 (the “Morgan Stanley Fee Waiver Letter” and, together with the Barclays Fee Waiver, the “Underwriter Fee Waiver Letters”), each of Barclays and Morgan Stanley waived its entitlement to the entirety of the deferred underwriting fees owed to such institution in connection with the IPO, totaling $2.0 million and $5.0 million, respectively, with respect to the Business Combination. Each of Barclays and Morgan Stanley already rendered its services in connection with the IPO pursuant to the Underwriting Agreement and are therefore waiving its rights to be compensated. Such fee waivers for services already

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rendered is unusual. Neither AAC nor X-energy believes that the Business Combination is adversely impacted by Barclays’ and Morgan Stanley’s delivery of the Underwriter 11(b)(1) Letters. See the sections entitled “Summary of the Proxy Statement/Prospectus - Recent Developments” and “Risk Factors — Risks Related to the Domestication and the Business Combination — Barclays and Morgan Stanley, two of the underwriters in the IPO, were to be compensated in part on a deferred basis for already-rendered underwriting services in connection with the IPO, yet each of Barclays and Morgan Stanley waived its entitlement to such compensation and disclaimed any responsibility for this proxy statement/ prospectus.

Q.

Did the AAC Board or the Special Committee obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.

Yes. Although the Cayman Constitutional Documents do not require the AAC Board to seek a third-party valuation or fairness opinion in connection with a business combination unless the target is affiliated with the Sponsor or AAC’s directors or officers, on December 5, 2022, June 11, 2023 and September 12, 2023, Ocean Tomo rendered three separate opinions to the Special Committee that, as of such dates and based upon and subject to the qualifications, limitations and assumptions stated in such opinions, the equity value ascribed to X-energy pursuant to the Business Combination is fair, from a financial point of view, to the shareholders of AAC, other than the Sponsor and its affiliates.

Please see the section titled “The Business Combination — The AAC Board’s and the Special Committee’s Reasons for the Approval of the Business Combination — Opinions of the Financial Advisor to the Special Committee” and the opinions of Ocean Tomo attached hereto as Annex N, Annex O and Annex P for additional information.

Q.

What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.Our Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

The Business Combination Agreement is conditioned upon Available Closing Cash equal to $120,000,000 minus the aggregate amounts actually funded in connection with any Permitted Financing. Additionally, in the event the aggregate cash consideration that would be required to pay for all AAC Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy such condition pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, AAC may not complete the Business Combination or redeem any shares, and in such event, all AAC Class A Ordinary Shares submitted for redemption will be returned to the holders thereof.

In the event of significant redemptions, with fewer Public Shares and AAC Public Shareholders, the trading market for New X-energy Class A Common Stock may be less liquid than the market for shares of AAC Class A Ordinary Shares was prior to the Business Combination, and New X-energy may not be able to meet the listing standards for the NYSE or another national securities exchange.

The table below presents the value per share to an AAC shareholder that elects not to redeem across a range of redemption scenarios:

    

No Redemptions 

    

50.0% Redemptions 

    

Maximum Redemptions 

Scenario(1)

Scenario(2)

Scenario(3)

Value

Value

Value

Shares

    

per Share(4)

Shares

    

per Share(4)

Shares

    

per Share(4)

Base Scenario(5)

135,265,941

$

10.00

110,409,196

$

10.00

86,895,599

$

10.00

All Earn Out Units(6)

 

196,780,176

$

6.87

 

168,387,256

$

6.56

 

143,649,161

$

6.05

Exercising All Warrants(7)

 

164,007,017

$

10.26

 

135,721,255

$

10.28

 

111,020,266

$

10.33

Issuing Earn Outs and All Warrants(8)

 

225,521,252

$

7.46

193,699,315

$

7.20

 

167,773,828

$

6.83

(1)Based on 45,604,260 AAC Class A Ordinary Shares outstanding as of August 7, 2023. Assumes no additional Public Shares are redeemed.
(2)Assumes that 22,802,130 of Public Shares are redeemed.

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(3)Assumes that 45,604,260 of Public Shares are redeemed.
(4)Based on a post-transaction equity value of New X-energy of the following:

    

Post-Transaction Equity Value

No

50.0%

Maximum

Redemptions

Redemptions

Redemptions

Scenario

    

Scenario(4a)

    

Scenario(4b)

Base Scenario(5)

$

1,352,659,410

$

1,104,091,960

$

868,955,990

All Earn Out Units(6)

$

1,352,659,410

$

1,104,091,960

$

868,955,990

Exercising All Warrants(7)

$

1,683,181,784

$

1,395,180,639

$

1,146,389,661

Issuing Earn Outs and All Warrants(8)

$

1,683,181,784

$

1,395,180,639

$

1,146,389,661

(4a)

Based on a post-transaction equity value of New X-energy of approximately $1,104.1 million, which equals (i) approximately $1,352.7 million less (ii) (a) approximately $228.0 million, equivalent to the value of 22,802,130 Public Shares redeeming in the 50% Redemptions Scenario assuming a $10.00 share price, and (b) the approximately $20.5 million in value forfeited by the Sponsor, equivalent to 2,054,615 Public Shares.

(4b)

Based on a post-transaction equity value of New X-energy of approximately $869.0 million, which equals (i) approximately $1,352.7 million less (ii) (a) approximately $456.0 million, equivalent to the value of 45,604,260 Public Shares redeeming in the Maximum Redemptions Scenario assuming a $10.00 share price, and (b) the approximately $27.7 million in value forfeited by the Sponsor, equivalent to 2,766,082 Public Shares.

(5)Represents (i) 84,424,161 shares of New X-energy Common Stock held by X-energy Members in all redemptions scenarios, (ii) (x) 45,604,260 Public Shares held by Public Shareholders in the No Redemptions Scenario, (y) 22,802,130 Public Shares held by Pubic Shareholders in the 50.0% Redemptions Scenario, and (z) 0 Public Shares held by Public Shareholders in the Maximum Redemptions Scenario and (iii) (x) 5,237,520 shares of New X-energy Common Stock, as converted from AAC Class B Ordinary Shares held by the Sponsor in the No Redemptions Scenario, (y) 3,182,905 shares of New X-energy Common Stock, as converted from AAC Class B Ordinary Shares held by the Sponsor in the 50.0% Redemptions Scenario, (z) 2,471,438 shares of New X-energy Common Stock, as converted from AAC Class B Ordinary Shares held by the Sponsor in the Maximum Redemptions Scenario.
(6)Represents the Base Scenario plus (i) the issuance of all 52,500,000 Earn Out Units and an equal number of paired shares of New X-energy Common Stock which may be issued to X-energy Members (in all redemptions scenarios) pursuant to the terms of the Business Combination Agreement and (ii) the issuance of (x) 9,014,235 Sponsor Retained Shares in the No Redemptions Scenario, (y) the issuance of 5,478,060 Sponsor Retained Shares in the 50.0% Redemptions Scenario, (z) the issuance of 4,253,562 Sponsor Retained Shares in the Maximum Redemptions Scenario.
(7)Represents the Base Scenario plus the cash exercise of the Public Warrants and Private Placement Warrants. Assumes (i) 20,000,000 shares of New X-energy Common Stock underlying Public Warrants are exercised for cash at the initial exercise price of $11.50 per share; and (ii) (x) 8,741,076 shares of New X-energy Common Stock underlying Private Placement Warrants (inclusive of the Sponsor Retained Warrants) are exercised for cash at the initial exercise price of $11.50 per share in the No Redemptions Scenario, (y) 5,312,059 shares of New X-energy Common Stock underlying Private Placement Warrants (inclusive of Sponsor Retained Warrants) are exercised for cash at the initial exercise price of $11.50 per share in the 50.0% Redemptions Scenario; and (z) 4,124,667 shares of New X-energy Common Stock underlying Private Placement Warrants (inclusive of the Sponsor Retained Warrants) are exercised for cash at the initial exercise price of $11.50 per share in the Maximum Redemptions Scenario.
(8)Represents the Base Scenario plus (i) the issuance of all 52,500,000 Earn Out Units and an equal number of paired shares of New X-energy Common Stock which may be issued to X-energy Members (in all redemptions scenarios) pursuant to the terms of the Business Combination Agreement; (ii) the issuance of (w) 9,014,235 Sponsor Retained Shares in the No Redemptions Scenario, (x) the issuance of (y) 5,478,060 Sponsor Retained Shares in the 50.0% Redemptions Scenario and (z) the issuance of 4,253,562 Sponsor Retained Shares in the Maximum Redemptions Scenario and (iii) the cash exercise of the Public Warrants and Private Placement Warrants, which assumes (a) 20,000,000 shares of New X-energy Common Stock underlying Public Warrants are exercised for cash at the initial exercise price of $11.50 per share; and (b) (x) 8,741,076 shares of New X-energy Common Stock underlying Private Placement Warrants (inclusive of the Sponsor Retained Warrants) are exercised for cash at the initial exercise price of $11.50 per share in the No Redemptions Scenario, (y) 5,312,059 shares of New X-energy Common Stock underlying

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Private Placement Warrants (inclusive of Sponsor Retained Warrants) are exercised for cash at the initial exercise price of $11.50 per share in the 50.0% Redemptions Scenario, and (z) 4,124,667 shares of New X-energy Common Stock underlying Private Placement Warrants (inclusive of the Sponsor Retained Warrants) are exercised for cash at the initial exercise price of $11.50 per share in the Maximum Redemptions Scenario.

Q.

What conditions must be satisfied to complete the Business Combination?

A.The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) the adoption and approval, as applicable, by AAC’s shareholders of: (A) the Business Combination Proposal; (B) the Domestication Proposal; (C) the Organizational Documents Proposal; (D) the Stock Issuance Proposal; (E) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the registration statement of which this proxy statement/prospectus forms a part or correspondence related thereto; and (F) adoption and approval of any other proposals as reasonably agreed to by the Parties to be necessary or appropriate in connection with the Business Combination; (ii) the expiration or termination of any applicable waiting period under the HSR Act and the obtaining of any requisite consents from any governmental authorities (or the expiration or termination of the requirement to obtain such consent), (iii) no governmental authority having enacted, issued or enforced any law or order that is then in effect that makes the transactions contemplated by the Business Combination Agreement illegal or otherwise preventing or prohibiting consummation of such transactions, (iv) the registration statement of which the accompanying proxy statement/prospectus forms a part becoming effective, (v) approval of the listing of the New X-energy Class A Common Stock on the NYSE, (vi) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties to the Business Combination Agreement, (vii) the completion of the Domestication, (viii) the Available Closing Cash (as defined in this proxy statement/prospectus) equaling or exceeding $120,000,000 minus the aggregate amount actually funded in connection with any Permitted Financing (as defined in this proxy statement/prospectus), (ix) the completion of the Recapitalization and (x) the absence of a Company Material Adverse Effect or a Purchaser Material Adverse Effect (each as defined in the Business Combination Agreement). For more information about conditions to the Closing, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Business Combination Agreement.”

Q.

When do you expect the Business Combination to be completed?

A.It is currently expected that the Business Combination will be consummated in 2023. This date depends, among other things, on the approval of the proposals to be put to AAC shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by AAC’s shareholders at the extraordinary general meeting and AAC elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Proposal — Business Combination Agreement” of this proxy statement/prospectus.

Q.

What happens if the Business Combination is not consummated?

A.AAC will not complete the Domestication unless all other conditions to the Closing have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If AAC is not able to complete the Business Combination with X-energy, complete an alternative business combination by November 6, 2023, or such earlier date as the AAC Board may approve in accordance with the Cayman Constitutional Documents, AAC will: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to AAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (c) as promptly as reasonably possible following such redemption, subject to the approval of any remaining shareholders and the AAC Board, dissolve and liquidate, subject in each case to AAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Q.

Following the Business Combination, will AAC’s securities continue to trade on a stock exchange?

A.Yes. AAC intends to apply to list the New X-energy Class A Common Stock and New X-energy Warrants on the NYSE under the proposed symbols “XE” and “XEW,” respectively, upon the Closing. Pursuant to the terms of the Business Combination

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Agreement, AAC is required to cause the New X-energy Class A Common Stock issued in the Domestication to be approved for listing on the NYSE. There can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. We may not have received confirmation from the NYSE of approval of the listing of the New X-energy Class A Common Stock and New X-energy Warrants at the time of our extraordinary general meeting or prior to the Closing, and it is possible that the listing condition to the Closing may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation. Further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived. In such event, the New X-energy securities may not be listed on any nationally recognized securities exchange.

The AAC Units outstanding immediately prior to the Domestication will automatically be canceled and each holder thereof will be entitled to one share of New X-energy Class A Common Stock and one-fifth of one New X-energy Warrant, for each AAC Unit. As a result, the AAC Units will no longer trade as separate securities following the Closing. The New X-energy Class B Common Stock, the New X-energy Class C Common Stock and New X-energy Class D Common Stock will not be publicly traded. For more information about New X-energy’s securities following the completion of the Proposed Transaction, see the section of this proxy statement/prospectus entitled “Description of New X-energy’s Securities.”

Q.

Do I have appraisal rights in connection with the Business Combination?

A.AAC’s shareholders and warrant holders do not have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.

Q.

What do I need to do now?

A.AAC urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to in this proxy statement/prospectus, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. AAC’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.

How do I vote?

A.If you are a holder of record of AAC Ordinary Shares on the Record Date for the extraordinary general meeting, you may vote in person or virtually at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person or virtually, obtain a valid proxy from your broker, bank or nominee.

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee will not be able to vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while

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considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law.

Q.

When and where will the extraordinary general meeting be held?

A.The extraordinary general meeting will be held at         , Eastern Time, on       , 2023 at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and virtually via live webcast at                 .

Q.

Who is entitled to vote at the extraordinary general meeting?

A.AAC has fixed           , 2023 as the Record Date for the extraordinary general meeting. If you were a holder of Public Shares at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote such shareholder’s shares if such shareholder is present in person or virtually or is represented by proxy at the extraordinary general meeting.

Q.

How many votes do I have?

A.AAC shareholders are entitled to one vote at the extraordinary general meeting for each AAC Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were                AAC Ordinary Shares issued and outstanding, of which       were issued and outstanding Public Shares.

Q.

What constitutes a quorum?

A.A quorum of AAC shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding AAC Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person, virtually or by proxy. As of the Record Date for the extraordinary general meeting,        AAC Ordinary Shares would be required to achieve a quorum.

Q.

What vote is required to approve each proposal at the extraordinary general meeting?

A.Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Domestication Proposal — The approval of the Domestication Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Cayman Charter Amendment Proposal — The approval of the Cayman Charter Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Organizational Documents Proposal — The approval of the Organizational Documents Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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Incentive Plan Proposal — The approval of the Incentive Plan Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Director Election Proposal — The approval of the Director Election Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

The Sponsor and AAC’s independent directors have agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor and AAC’s independent directors own approximately    % of the issued and outstanding AAC Ordinary Shares. See “How do the Sponsor and its affiliates intend to vote their AAC Ordinary Shares?

Q.

What are the recommendations of the AAC Board?

A.The AAC Board and the Special Committee believe that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of AAC’s shareholders and unanimously recommend that AAC’s shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Cayman Charter Amendment Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Director Election Proposal and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of AAC’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of AAC and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. AAC’s officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. The AAC Board was aware of and considered these interests, among other matters, in approving the Business Combination and in determining to recommend to the AAC shareholders to vote in favor of the Shareholder Proposals. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of AAC’s Directors and Officers and Others in the Business Combination.”

Q.

How do the Sponsor and its affiliates intend to vote their AAC Ordinary Shares?

A.The Sponsor and AAC’s independent directors have agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor and AAC’s independent directors own approximately    % of the issued and outstanding AAC Ordinary Shares. Accordingly, if holders of approximately an additional     % of the outstanding AAC Ordinary Shares vote in favor of all of the proposals being presented at the extraordinary general meeting, the proposals will be approved.

At any time at or prior to the extraordinary general meeting, subject to applicable securities laws, our Sponsor, directors, executive officers, advisors or their affiliates may: (a) purchase Public Shares from institutional and other holders who vote, or indicate an intention to vote, against the Business Combination Proposal or other Shareholder Proposals, or who elect to redeem, or indicate an intention to redeem, Public Shares; (b) execute agreements to purchase such shares from such holders in the future; and (c) enter into transactions with such holders and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Business Combination Proposal or other Shareholder Proposals or not redeem their Public Shares. Such an agreement may include a contractual acknowledgement that such shareholder, although still the record holder of AAC Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the X-energy Members or our or their respective directors, officers, advisors, or affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares.

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The purpose of such share purchases and other transactions could be to increase the likelihood of: (a) satisfaction of the requirement that holders of a majority of the AAC Ordinary Shares, represented in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal; (b) satisfaction of the requirement that holders of a majority of at least two-thirds of the AAC Class A and AAC Class B Ordinary Shares, voting together as a single class, represented in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal; (c) satisfaction of the requirement that holders of a majority of at least two-thirds of the AAC Ordinary Shares, represented in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Organizational Documents Proposal and the Cayman Charter Amendment Proposal at the extraordinary general meeting; and (d) otherwise limiting the number of Public Shares being redeemed.

Any such arrangements may have a depressive effect on the price of AAC Ordinary Shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may become more likely to sell the shares such investor or holder owns, prior to or immediately after the extraordinary general meeting). Such transactions could enable the persons described above to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved.

The existence of financial and personal interests of one or more of AAC’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of AAC and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the proposals. AAC’s officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of AAC’s Directors and Officers and Others in the Business Combination.”

Q.

What happens if I sell my AAC Ordinary Shares before the extraordinary general meeting?

A.The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the applicable Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting but the transferee, and not you, will have the right to redeem such shares.

Q.

How can I vote my shares without attending the extraordinary general meeting?

A.If you are a shareholder of record of AAC Ordinary Shares as of the close of business on the Record Date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the extraordinary general meeting. If you are a beneficial owner of AAC Ordinary Shares, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q.

May I change my vote after I have mailed my signed proxy card?

A.Yes. Shareholders may send a later-dated, signed proxy card to AAC at AAC’s address set forth below so that it is received by AAC prior to the vote at the extraordinary general meeting (which is scheduled to take place on      , 2023) or attend the extraordinary general meeting in person or virtually and vote. Shareholders also may revoke their proxy by sending a notice of revocation to AAC, which must be received by AAC’s prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q.

What happens if I fail to take any action with respect to the extraordinary general meeting?

A.If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and warrant holder of New X-energy. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and warrant holder of AAC. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business

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Combination, so long as you take the required steps to elect to redeem your shares at least two business days prior to the scheduled date of the extraordinary general meeting.

Q.

What happens if I vote against the Business Combination Proposal?

A.If you vote against the Business Combination Proposal but the Business Combination Proposal still receives the requisite shareholder approval, then the Business Combination Proposal will be approved and, assuming the approval of the other Condition Precedent Proposals and the satisfaction or waiver of the other conditions to the Closing, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement.

If you vote against the Business Combination Proposal and the Business Combination Proposal does not receive the requisite vote at the extraordinary general meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination Proposal, we may continue to try to complete a business combination with a different target business until November 6, 2023, or such earlier date as the AAC Board may approve in accordance with the Cayman Constitutional Documents, or obtain an additional Extension. If we fail to complete an initial business combination by November 6, 2023, or such earlier date as the AAC Board may approve in accordance with the Cayman Constitutional Documents, or obtain an additional Extension, then we will be required to dissolve and liquidate the Trust Account by returning then-remaining funds in the Trust Account to the Public Shareholders.

Q.

What should I do with my share certificates, warrant certificates or unit certificates?

A.Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates (if any) along with the redemption forms to Continental, prior to the extraordinary general meeting.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on           , 2023 (two business days before the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

In connection with the Domestication, holders of AAC Units, AAC Class A Ordinary Shares (including holders of AAC Class B Ordinary Shares that have their AAC Class B Ordinary Shares converted into AAC Class A Ordinary Shares in accordance with the Cayman Constitutional Documents) and AAC Warrants will receive shares of New X-energy Class A Common Stock and New X-energy Warrants, as the case may be, without needing to take any action. Accordingly, such holders should not submit any certificates relating to their AAC Units, AAC Class A Ordinary Shares (unless such holder elects to redeem the Public Shares in accordance with the procedures set forth above), AAC Class B Ordinary Shares or AAC Warrants.

Q.

What should I do if I receive more than one set of voting materials?

A.Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your AAC Ordinary Shares.

Q.

Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A.AAC will pay the cost of soliciting proxies for the extraordinary general meeting. AAC has engaged                 to assist in the solicitation of proxies for the extraordinary general meeting. AAC has agreed to pay a fee of $      , plus disbursements. AAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of AAC Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of AAC Class A Ordinary Shares and in obtaining voting instructions from those owners. AAC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q.

Where can I find the voting results of the extraordinary general meeting?

A.The preliminary voting results are expected to be announced at the extraordinary general meeting. AAC will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Q.

Who can help answer my questions?

A.If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:

Telephone:

(Banks and brokers can call:            )

Email:

You also may obtain additional information about AAC from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption, you will need to deliver the certificates for your Public Shares (if any) along with the redemption forms (either physically or electronically) to Continental, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on            , 2023 (two business days prior to the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed. If you have questions regarding the certification of your position or delivery of your share certificates (if any) along with the redemption forms, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30 Floor

New York, New York 10004

Attention:

Email:

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus, but does not contain all of the information that may be important to you. To better understand the Shareholder Proposals to be considered at the extraordinary general meeting, including the Business Combination Proposal, whether or not you plan to attend such meetings, we urge you to read this proxy statement/prospectus (including the Annexes and the other documents referred to in this proxy statement/prospectus) carefully, including the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 27. See also the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Parties to the Business Combination

AAC

AAC is a Cayman Islands exempted blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

AAC’s securities are traded on the NYSE under the ticker symbols “AAC,” “AAC.U” and “AAC WS.”

AAC’s principal executive offices are located at 245 Park Avenue, 44th Floor, New York, New York 10167 and its phone number is (310) 201-4100.

X-energy

X-Energy Reactor Company, LLC is a Delaware limited liability company formed on December 14, 2018. Based in Rockville, Maryland, X-energy is a leading developer of advanced SMRs and fuel technology for clean energy generation.

X-energy’s principal executive offices are located at 801 Thompson Avenue, Rockville, Maryland 20852 and its phone number is (301) 358-5600.

The Proposals to be Submitted at the Extraordinary General Meeting

The Business Combination Proposal

As discussed in this proxy statement/prospectus, AAC is asking its shareholders to approve by ordinary resolution and adopt the Business Combination Agreement. Copies of the Original Business Combination Agreement, and the First Amendment to Business Combination Agreement and the Second Amendment to Business Combination Agreement are attached to this proxy statement/prospectus as Annex A-1, Annex A-2 and Annex A-3, respectively. The Business Combination Agreement provides that, among other things, following the Domestication and the Recapitalization, New X-energy will: (i) acquire equity securities and become the managing member of X-energy OpCo; and (ii) issue voting equity securities with or without economic rights, as applicable, to the X-energy Members, in accordance with the terms and subject to the conditions of the Business Combination Agreement, resulting in a combined company organized in an Up-C structure in which substantially all of the assets and the business of the combined company will be held by X-energy OpCo, as more fully described elsewhere in this proxy statement/prospectus. After consideration of the factors identified and discussed in the section of this proxy statement/prospectus entitled “The Business Combination Proposal — The AAC Board’s and the Special Committee’s Reasons for the Approval of the Business Combination,” the AAC Board and the Special Committee concluded that the Business Combination met the requirements disclosed in the prospectus for the IPO.

Organizational Structure

On December 5, 2022, AAC entered into the Original Business Combination Agreement with X-energy, as subsequently amended by the First Amendment to Business Combination Agreement, as further amended by the Second Amendment to Business Combination Agreement, pursuant to which, among other things, subject to shareholder approval, following the Domestication, (a) New X-energy will acquire equity securities and become the managing member of X-energy OpCo; (b) Management LLC will contribute (i) all of its X-energy OpCo Common Units to New X-energy in exchange for an equal number of shares of New X-energy Class A Common Stock and (ii) all of its Earn Out Units for an equal number of Earn Out Shares; (c) each of the Series A Parties will contribute a portion of its X-energy OpCo Common Units to New X-energy in exchange for an equal number of shares of New X-

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energy Class D Common Stock; and (d) New X-energy will issue voting equity securities without economic rights to the X-energy Members, other than Management LLC and (with respect to a portion of their equity ownership in X-energy) the Series A Parties.

Our organizational structure following the completion of the Business Combination, as described herein, is commonly referred to as an umbrella partnership-C corporation (or Up-C) structure. This organizational structure will allow the X-energy Members, other than Management LLC, and (with respect to a portion of their equity ownership in X-energy) the Series A Parties, to retain their equity ownership in X-energy, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of X-energy OpCo Common Units. Those investors who, prior to the Business Combination, held AAC Class A Ordinary Shares or AAC Class B Ordinary Shares will, by contrast, hold their equity ownership in New X-energy, which is a domestic corporation for U.S. federal income tax purposes. AAC believes that such X-energy Members will generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U.S. federal income tax purposes. New X-energy expects to benefit from the Up-C structure in the form of generally retaining 15% of the cash tax savings derived from certain tax benefits that are the subject of the Tax Receivable Agreement that New X-energy may realize in connection with and after the Business Combination. See the section entitled “Risk Factors — Risks Related to the Domestication and the Business Combination” of this proxy statement/prospectus.

In connection with the Business Combination, New X-energy, X-energy OpCo and the TRA Holders will enter into the Tax Receivable Agreement, pursuant to which, among other things, New X-energy will be required to pay to each TRA Holder 85% of the amount of cash tax savings, if any, that New X-energy actually realizes, or in some circumstances is deemed to realize, as a result of the Basis Adjustments and Interest Deductions, including those resulting from payments pursuant to the Tax Receivable Agreement. For more information on the Tax Receivable Agreement, please see the section entitled “The Business Combination Proposal — Related Agreements — Tax Receivable Agreement” of this proxy statement/prospectus. Prior to and as a condition of the Closing, pursuant to the Domestication, AAC will change its jurisdiction of incorporation by domesticating as a Delaware corporation in accordance with Section 388 of the DGCL, as amended, and the Companies Act. For more information, see the section of this proxy statement/prospectus entitled “The Domestication Proposal.”

Concurrently with the Domestication and subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, including approval by AAC’s shareholders, AAC will adopt the Proposed Certificate of Incorporation which, among other things, will implement a revised capital structure providing:

1,000,000,000 shares of New X-energy Class A Common Stock having one vote per share and economic rights;
100,000,000 shares of New X-energy Class B Common Stock having one vote per share and no economic rights;
150,000,000 shares of New X-energy Class C Common Stock having ten votes per share and no economic rights; and
50,000,000 shares of New X-energy Class D Common Stock having ten votes per share and economic rights.

See the section of this proxy statement/prospectus entitled “The Domestication Proposal” for additional information.

Upon the consummation of the Business Combination, it is expected that the X-energy Founder, by virtue of the X-energy Founder’s shares of New X-energy Class C Common Stock, New X-energy Class D Common Stock, and New X-energy Class C Common Stock reserved for issuance upon vesting of the applicable Earn Out Units,will hold approximately 91.0% of the total voting power of New X-energy on a fully diluted basis, assuming no redemptions. Furthermore, it is expected that the X-energy Founder, by virtue of the X-energy Founder’s shares of New X-energy Class C Common Stock, New X-Energy Class D Common Stock, New X-energy Class C Common Stock reserved for issuance upon vesting of the applicable Earn Out Units, and Series A Preferred Stock issuable to Ghaffarian Enterprises pursuant to the Founder Letter Agreement, will hold approximately 89.2% of the total voting power of New X-energy on a fully diluted basis, assuming no redemptions and the conversion of the Series A Preferred Stock. As a result, it is expected the X-energy Founder will be able to control the election and removal of the directors of New X-energy and determine corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendment of the Proposed Certificate of Incorporation and Proposed By-Laws and other significant corporate transactions of New X-energy for so long as they retain significant ownership of New X-energy Class C Common Stock and New X-energy Class D Common Stock. For more information, see the risk factor entitled “Risk Factors — Risks Related to the Domestication and the Business Combination — Following the completion of the Business Combination, New X-energy’s principal stockholders and management will exert significant influence over New X-energy and their interests may be different from, or in addition to, your interests.”

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The following diagrams illustrate in simplified terms the current structure of AAC and X-energy and the expected structure of New X-energy immediately following the Closing. Voting and economic percentages are presented with the Series A Preferred Stock on an as-converted basis, assuming no redemptions and exclude (i) 52,500,000 Earn Out Units issuable to X-energy Members, (ii) up to 9,014,235 Sponsor Retained Shares subject to earn-out and (iii) shares of New X-energy Class A Common Stock issuable upon the exercise of 20,000,000 Public Warrants and up to 8,741,076 Private Placement Warrants.

Simplified Pre-Combination Structure

Graphic

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Simplified Post-Combination Structure

Graphic

Business Combination Consideration

As a result of the Up-C structure, the Business Combination Consideration to be received by the X-energy Members (excluding the holders of any equity securities that by their terms will not convert into X-energy Common Units at or prior to the Closing) will be equal to the Aggregate Consideration, the Earn Out Units and, following consummation of the transactions contemplated by the Contribution Agreement (as defined below) (including the contribution of an equal number of Earn Out Units to AAC), the shares of New X-energy Class A Common Stock issued to Management LLC pursuant to the Contribution Agreement that will, following issuance, be subject to vesting and potential forfeiture on the same terms as the Earn Out Units (the “Earn Out Shares”). “Aggregate Consideration” means: (a) a number of X-energy OpCo Common Units equal to the quotient of (i) (x) the Base Purchase Price (as defined below) minus (y) the Non-Converted Securities Value (as defined below), divided by (ii) $10.00; and (b) an equivalent number of shares of New X-energy Common Stock. The class of such shares of New X-energy Common Stock, and whether such shares are issued (i) in addition to such X-energy OpCo Common Units (i.e., shares of New X-energy Class B Common Stock and New X-energy Class C Common Stock that are issued upon payment of the X-energy Subscription Amount (as defined below)) or (ii) in exchange for such X-energy OpCo Common Units pursuant to the terms of the Contribution Agreement (i.e., shares of New X-energy Class A Common Stock and New X-energy Class D Common Stock that are issued in connection with the contribution of X-energy OpCo Common Units by the Additional Parties), is determined in accordance with the terms of the Business Combination Agreement.

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Immediately prior to the Closing, X-energy will effectuate the Recapitalization whereby all outstanding equity securities of X-energy, including the Existing X-energy Securities, will be converted or exchanged into X-energy OpCo Common Units and Earn Out Units.

At the Closing:

(a)New X-energy will issue or cause to be issued: (i) to the X-energy Members (other than the X-energy Founders) a number of shares of New X-energy Class B Common Stock and a number of shares of New X-energy Class C Common Stock to the X-energy Founders, in each case in exchange for payment of adequate consideration pursuant to individual subscription agreements to be entered into between each X-energy equityholder and New X-energy; (ii) 5,430,385 shares of New X-energy Class A Common Stock and 3,658,624 Earn Out Shares to Management LLC, to be issued pursuant to a contribution agreement in form and substance reasonably satisfactory to AAC, X-energy and the Additional Parties; and (iii) a number of shares of New X-energy Class D Common Stock to each Series A Party to be issued pursuant to the Contribution Agreement;
(b)New X-energy will contribute to X-energy OpCo, an amount in cash (the “Available Closing Cash”) equal to, as of immediately prior to the Closing, the sum of (without duplication): (a) all amounts in the Trust Account, less (i) amounts required for the redemptions of Public Shares by Public Shareholders and (ii) transaction expenses of X-energy and AAC, plus (b) the aggregate proceeds, if any, actually received by AAC or New X-energy from the sale of shares of New X-energy Class A Common Stock, one or more series of preferred stock, or convertible debt securities in a private placement consummated prior to or substantially concurrently with the Closing (the “PIPE Investment”), plus (c) all other cash and cash equivalents of New X-energy, determined in accordance with GAAP as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date, plus (d) the aggregate X-energy Subscription Amount in exchange for (x) a number of X-energy OpCo Common Units equal to the total number of shares of New X-energy Class A Common Stock and New X-energy Class D Common Stock outstanding as of the Closing; (y) a number of X-energy OpCo Warrants equal to the number of New X-energy Warrants outstanding as of the Closing; and (z) if applicable, a number of securities issued by X-energy to AAC having terms and provisions substantially similar to the terms and provisions of any equity or equity-linked securities (other than New X-energy Class A Common Stock) that are issued by AAC at the Closing in connection with the PIPE Investment (the “Alternative Financing Securities”) equal to the number of corresponding Alternative Financing Securities outstanding as of the Closing; and
(c)New X-energy will automatically be admitted as the managing member of X-energy OpCo in accordance with the terms of the fifth amended and restated limited liability company agreement of X-energy OpCo to be adopted in connection with the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex G (as defined below) (the “Fifth A&R Operating Agreement”).

As part of the Recapitalization, the 52,500,000 Earn Out Units will be subject to vesting at the Closing and will be earned, released and delivered upon satisfaction of the following milestones: (i) 26,250,000 Earn Out Units will vest to the X-energy Members and, solely with respect to the Earn Out Units held by New X-energy following the consummation of the transactions contemplated by the Contribution Agreement, New X-energy, if, during the Earn Out Period, Triggering Event I occurs; and (ii) 26,250,000 Earn Out Units will vest to the X-energy Members and, solely with respect to the Earn Out Units held by New X-energy following the consummation of the transactions contemplated by the Contribution Agreement, New X-energy, if, during the Earn Out Period, Triggering Event II occurs. If, following the Closing Date and prior to the third anniversary of the Closing, there is a Change of Control (as defined in the Business Combination Agreement), then Triggering Event I and Triggering Event II shall be deemed to occur and the Earn Out Units shall vest to the X-energy Members and, solely with respect to the Earn Out Units held by New X-energy following the consummation of the transactions contemplated by the Contribution Agreement, New X-energy. If a Change of Control occurs following the third anniversary of the Closing Date and prior to the expiration of the Earn Out Period that results in the holders of New X-energy Class A Common Stock receiving a per share price greater than or equal to $12.50 or $17.50, respectively, then immediately prior to the consummation of such Change of Control, Triggering Event I or Triggering Event II, as applicable, will be deemed to have occurred and the Earn Out Units shall vest to the X-energy Members and, solely with respect to the Earn Out Units held by New X-energy following the consummation of the transactions contemplated by the Contribution Agreement, New X-energy.

Each X-energy OpCo Common Unit, when paired with one share of New X-energy Class B Common Stock or one share of New X-energy Class C Common Stock, will be exchangeable, in tandem with the cancellation of the paired share of New X-energy Class B Common Stock or share of New X-energy Class C Common Stock, for one share of New X-energy Class A Common Stock. After the expiration of the Lock-Up Period, holders of X-energy OpCo Common Units will be permitted to exchange such X-energy OpCo Common Units (along with the cancellation of the paired share of New X-energy Class B Common Stock or share of New X-energy

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Class C Common Stock) for shares of New X-energy Class A Common Stock on a one-for-one basis pursuant to the Fifth A&R Operating Agreement (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or at the election of New X-energy (determined by a majority of the directors of New X-energy who are disinterested with respect to such determination), cash from a substantially concurrent public offering or private sale in an amount equal to the net amount, on a per share basis, of cash received as a result of such public offering or private sale.

Upon the vesting of any Earn Out Units, New X-energy will issue to each applicable X-energy Member an equal number of shares of New X-energy Class B Common Stock or New X-energy Class C Common Stock, as applicable, in exchange for the payment to New X-energy of a per-share price equal to the par value per share of the New X-energy Class B Common Stock or New X-energy Class C Common Stock, as applicable.

Closing Conditions

The consummation of the Business Combination Agreement is conditioned upon the satisfaction or waiver by the parties to the Business Combination Agreement of certain customary closing conditions, including, among others: (i) the approval of the Business Combination and related agreements and transactions by the respective shareholders of AAC; (ii) the completion of the Domestication; (iii) the performance by each of AAC and X-energy, in all material respects all of their respective obligations and covenants under the Business Combination Agreement; and (iv) the Available Closing Cash being no less than an amount (not less than zero) equal to (a) $120,000,000 minus (b) the aggregate amounts actually funded in connection with any Permitted Financing. For more information, see “The Business Combination Proposal — Business Combination Agreement — Closing Conditions.”

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement. For more information, see “Business Combination Proposal — Related Agreements.”

A&R Registration Rights Agreement

At the Closing, AAC, the Sponsor, certain X-energy Members, AAC’s independent directors, the Series C-2 Investors, the Series C-1 Investors, the PIPE Investor and Ghaffarian Enterprises will enter into the A&R Registration Rights Agreement, pursuant to which, among other things, the Sponsor, such X-energy Members and AAC’s independent directors will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of New X-energy that they will hold following the Business Combination.

Member Support Agreement

Concurrently with the execution and delivery of the Original Business Combination Agreement, AAC, X-energy, and certain X-energy Members (the “X-energy Support Parties”) entered into a Member Support Agreement pursuant to which the X-energy Support Parties generally agreed to, among other things, vote (or act by written consent) to approve and adopt the Business Combination Agreement and the consummation of the transactions contemplated thereby, including the Recapitalization, in each case, subject to the terms and conditions of the Member Support Agreement.

Sponsor Support Agreement

Concurrently with the execution and delivery of the Original Business Combination Agreement, the AAC Support Parties and X-energy entered into the Original Sponsor Support Agreement, as subsequently amended by the First Amendment to Sponsor Support Agreement, pursuant to which the AAC Support Parties agreed to, among other things: (i) vote (or act by written consent) and approve the Business Combination Agreement and the consummation of the transactions contemplated thereby, including in favor of each Shareholder Proposal; and (ii) to waive, subject to the consummation of the Business Combination, any and all anti-dilution rights with respect to the rate that the Founder Shares convert into AAC Class A Ordinary Shares in connection with the transactions contemplated by the Business Combination Agreement, in each case, subject to the terms and conditions of the Sponsor Support Agreement. If at any time following the Signing Date and until the termination of the Business Combination Agreement, the AAC Board or the Special Committee effects a Modification in Recommendation (as defined below), then the obligations to vote or consent in accordance with the foregoing clauses (i)-(ii), (a) with respect to each of AAC’s independent directors, shall cease to apply and each of AAC’s independent directors shall be expressly permitted to vote or provide consent in respect of their respective AAC Ordinary Shares in their sole discretion; and (b) with respect to the Sponsor, shall automatically be deemed to be modified such that

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the Sponsor will vote or provide its consent with respect to its Founder Shares in the same proportion to the votes cast or consent provided, as applicable, of AAC’s public shareholders. In connection with the Sponsor Support Agreement, X-energy agreed to indemnify each of the AAC Support Parties from and against certain liabilities incurred by an AAC Support Party arising out of certain third-party actions relating to the AAC Support Parties’ entry into the Sponsor Support Agreement and compliance with the obligations thereof for a period of six years after the Closing.

Pursuant to the Sponsor Support Agreement, effective immediately prior to the Domestication (and contingent upon the Domestication and the Closing), each AAC Support Party will surrender to AAC for cancellation and for no consideration such AAC Support Party’s Pro Rata Share of the Sponsor Surrendered Shares and the Sponsor Surrendered Warrants (the “Sponsor Surrendered Securities”).

In addition, pursuant to the Sponsor Support Agreement, during the Earn Out Period, the Sponsor Earn Out Securities held by the AAC Support Parties will vest as follows: (i) fifty percent (50%) of the Sponsor Earn Out Securities will vest to the AAC Support Parties in accordance with each AAC Support Party’s Pro Rata Share if, within the Earn Out Period, Sponsor Earn Out Triggering Event I occurs; and (ii) fifty percent (50%) of the Sponsor Earn Out Securities will vest to the AAC Support Parties in accordance with each AAC Support Party’s Pro Rata Share, if, within the Earn Out Period, Sponsor Earn Out Triggering Event II occurs. If, following the Closing and prior to the third anniversary of the Closing, there is a Change of Control, then Sponsor Earn Out Triggering Event I and Sponsor Earn Out Triggering Event II shall be deemed to occur and the Sponsor Earn Out Securities shall vest. If a Change of Control occurs following the third anniversary of the Closing and prior to the expiration of the Earn Out Period that results in the holders of New X-energy Class A Common Stock receiving a per share price greater than or equal to $12.50 or $15.00, respectively, then immediately prior to the consummation of such Change of Control, Sponsor Earn Out Triggering Event I or Sponsor Earn Out Triggering Event II, as applicable, will be deemed to have occurred and the Sponsor Earn Out Securities shall vest. The per share price received by the holders of New X-energy Class A Common Stock shall be based on the value of the cash, securities or in-kind consideration being delivered in respect of such New X-energy Class A Common Stock, as determined in good faith by the New X-energy Board. Such per share price shall be adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends, including any dividend or distribution of securities convertible into New X-energy Class A Common Stock, extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to New X-energy Class A Common Stock occurring on or after the Closing.

Tax Receivable Agreement

In connection with the Business Combination, New X-energy will enter into the Tax Receivable Agreement with X-energy OpCo and the TRA Holders. The Tax Receivable Agreement will provide for the payment by New X-energy to the TRA Holders of 85% of the amount of cash tax savings, if any, that New X-energy actually realizes, or in some circumstances is deemed to realize, as a result of the Basis Adjustments and Interest Deductions, including those resulting from payments pursuant to the Tax Receivable Agreement. X-energy OpCo and its applicable subsidiaries will have an election under Section 754 of the Code in effect for each taxable year in which a redemption or exchange of X-energy OpCo Common Units in X-energy OpCo for shares of New X-energy Class A Common Stock or cash occurs. Assuming no material changes in the relevant tax law and that New X-energy earns sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, it is expected that the tax savings associated with the (i) Basis Adjustments, and (ii) Interest Deductions would aggregate to approximately $ 319.6 million over 20 years from the Signing Date based on a trading price of $10.00 per share trading price of New X-energy Class A Common Stock, and assuming all future redemptions or exchanges would occur one year after the Business Combination (inclusive of any day-one liabilities as a result of the Business Combination), at the same assumed price per share. Under such scenario, assuming future payments are made on the due date (with extension) of each relevant U.S. federal income tax return, New X-energy would be required to pay approximately 85% of such amount, or approximately $ 271.7 million, over the 20-year period from the Signing Date, and New X-energy would benefit from the remaining 15% of the tax benefits or approximately $47.9 million. New X-energy will depend on cash contributions from X-energy OpCo to make payments under the Tax Receivable Agreement. Any payments made by New X-energy to the TRA Holders under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to New X-energy. For more information, see “The Business Combination Proposal — Related Agreements.”

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Lock-Up Agreements

Sponsor Lock-Up Agreement

At the Closing, the AAC Support Parties and New X-energy will enter into the Sponsor Lock-Up Agreement, pursuant to which the AAC Support Parties and each of their respective permitted assigns will agree not to, without the prior written consent of the New X-energy Board, prior to the date that is one year after the Closing Date, (i) sell, offer to sell, contract or agree to sell, hypothecate or pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any Sponsor Lock-Up Shares (as defined in the Sponsor Lock-Up Agreement), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Sponsor Lock-Up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; (iii) take any action in furtherance of any of the matters described in the foregoing clauses (i) or (ii); or (iv) publicly announce any intention to effect any transaction specified in the foregoing clauses (i) or (ii). The Sponsor Lock-Up Agreement provides for certain customary permitted transfers, including but not limited to, transfers to certain affiliates or family members and the exercise of certain stock options and warrants.

X-energy Lock-Up Agreement

At the Closing, New X-energy and the Lock-Up Holders will enter into the X-energy Lock-Up Agreement, pursuant to which the Lock-Up Holders will agree not to, without the prior written consent of the New X-energy Board, prior to the date that is one year after the Closing (i) sell, offer to sell, contract or agree to sell, hypothecate or pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to the X-energy Lock-up Shares (as defined in the X-energy Lock-Up Agreement), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any X-energy Lock-Up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; (iii) take any action in furtherance of any of the matters described in the foregoing clause (i) or (ii); or (iv) publicly announce any intention to effect any transaction specified in the foregoing clauses (i) or (ii). The X-energy Lock-Up Agreement provides for certain customary permitted transfers, including but not limited to, transfers to certain affiliates or family members and the exercise of certain stock options and warrants.

Fifth A&R Operating Agreement

In connection with the Business Combination, X-energy will amend and restate its limited liability company agreement by adopting the Fifth A&R Operating Agreement, in substantially the form attached as Annex G hereto. The Fifth A&R Operating Agreement will (i) permit the issuance and ownership of the post-Recapitalization equity of X-energy as contemplated by the Business Combination Agreement and (ii) admit New X-energy as the managing member of X-energy. The X-energy Members will control New X-energy immediately after the Closing by virtue of their ownership of New X-energy Class B Common Stock, New X-energy Class C Common Stock, and New X-energy Class D Common Stock, as applicable.

Commitment Letter

On December 5, 2022, AAC and X-energy entered into the Commitment Letter, as subsequently amended by the First Amendment to Commitment Letter, with the PIPE Investor. The Commitment Letter, and the commitment thereunder, have been superseded by the PIPE Commitment pursuant to the Preferred Stock PIPE Subscription Agreement. A brief summary of the Preferred Stock PIPE Subscription Agreement is set forth below.

For more information, see “The Business Combination Proposal — Related Agreements — Commitment Letter.

Preferred Stock PIPE Subscription Agreement

On September 12, 2023, AAC entered into the Preferred Stock PIPE Subscription Agreement with the PIPE Investor. Pursuant to the Preferred Stock PIPE Subscription Agreement, the PIPE Investor agreed to subscribe for and purchase, and AAC agreed to issue and sell to the PIPE Investor, on the Closing Date, an aggregate of 50,000 shares of Series A Preferred Stock for an aggregate purchase price of $50,000,000. For more information, see “The Business Combination Proposal — Related Agreements — Preferred Stock PIPE Subscription Agreement.”

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Founder Letter Agreement

On September 12, 2023, in connection with the PIPE Commitment, AAC entered into the Founder Letter Agreement with X-energy and Ghaffarian Enterprises, pursuant to which Ghaffarian Enterprises agreed, in connection with the consummation of the Business Combination, to contribute or cause to be contributed to X-energy the Contribution Amount. X-energy 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 the Bank of New York Credit Facility. Upon receipt of the Contribution Amount, X-energy will issue to Ghaffarian Enterprises or its designees units of X-energy with a value equal to the Contribution Amount. In connection with the Closing, Ghaffarian Enterprises or its applicable designees will contribute all such units to AAC and AAC will issue to Ghaffarian Enterprises or its applicable designees a number of shares of Series A Preferred Stock determined by dividing (x) the Contribution Amount, by (y) $1,000 per share, subject to the terms of the Founder Letter Agreement. For more information, see “The Business Combination Proposal — Related Agreements —Founder Letter Agreement.”

Extensions

AAC’s IPO prospectus and Initial Memorandum provided that AAC had until February 4, 2023 (the date which was 24 months after the consummation of the IPO) to complete an initial business combination. On February 2, 2023, AAC held an extraordinary general meeting of shareholders, and the AAC shareholders voted to approve a proposal to amend the Initial Memorandum to extend the date by which AAC has to consummate an initial business combination from February 4, 2023 to August 4, 2023, or such earlier date as the AAC Board may approve in accordance with the Cayman Constitutional Documents. In connection with the approval of the First Extension, AAC shareholders elected to redeem an aggregate of 53,002,919 AAC Ordinary Shares, for which AAC paid cash from the Trust Account in the aggregate amount of approximately $539.0 million (approximately $10.17 per share) to redeeming shareholders. On August 1, 2023, AAC held an extraordinary general meeting of shareholders, and the AAC shareholders voted to approve a proposal to further amend the Cayman Constitutional Documents to extend the date by which AAC has to consummate an initial business combination from August 4, 2023 to November 6, 2023, or such earlier date as the AAC Board may approve in accordance with the Cayman Constitutional Documents. In connection with the approval of the Second Extension, AAC shareholders elected to redeem an aggregate of 1,392,821 AAC Ordinary Shares, for which AAC paid cash from the Trust Account in the aggregate amount of $14,733,061.04 (approximately $10.58 per share) to redeeming shareholders.

Amended and Restated Extension Promissory Note

On January 26, 2023, in connection with the First Extension, the Sponsor agreed to make Initial Contributions, pursuant to the Original Extension Promissory Note. Such Initial Contributions began on February 3, 2023, and thereafter were paid on the first day of each month through August 1, 2023.

On July 24, 2023, in connection with the Second Extension, AAC amended and restated the Original Extension Promissory Note, pursuant to which the Sponsor agreed to make Additional Contributions, consistent with the payments made pursuant to the Initial Contributions already paid, until the earlier of (i) the consummation of a business combination, and (ii) November 6, 2023 (or any earlier date of termination, dissolution or winding up of AAC in accordance with its Cayman Constitutional Documents or as otherwise determined in the sole discretion of the AAC Board) (the earlier of (i) and (ii), the “A&R Note Maturity Date”). The Additional Contributions began on August 2, 2023, and thereafter have been paid on the first day of each month. The Amended and Restated Extension Promissory Note does not bear any interest and is repayable by AAC 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 Extension Promissory Note may be prepaid at any time by AAC at its election and without penalty.

The Domestication Proposal

As a condition to Closing pursuant to the terms of the Business Combination Agreement, the AAC Board has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved by AAC’s shareholders, will authorize a change of AAC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while AAC is currently governed by the Companies Act, upon the Domestication, New X-energy will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as between the Cayman Constitutional Documents and the Proposed Organizational Documents. Accordingly, AAC encourages shareholders to carefully review the information in the section of this proxy statement/prospectus entitled “The Domestication Proposal — Comparison of Shareholder Rights under Applicable Corporate Law Before and After Domestication.”

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Prior to the Domestication, in accordance with the Cayman Constitutional Documents, each AAC Class B Ordinary Share then issued and outstanding will convert, on a one-for-one basis, into one AAC Class A Ordinary Share. In connection with the Domestication, (a) each AAC Class A Ordinary Share issued and outstanding immediately prior to the Domestication will remain outstanding and will automatically convert, on a one-for-one, basis into one share of New X-energy Class A Common Stock, (b) each AAC Warrant will be automatically converted into a New X-energy Warrant on the same terms as the AAC Warrants, and (c) each AAC Unit issued and outstanding will automatically be canceled and each holder thereof will be entitled, per AAC Unit, to one share of New X-energy Class A Common Stock and one-fifth of one New X-energy Warrant. No fractional New X-energy Warrants will be issued in the process described in clause (c).

For additional information, see “The Domestication Proposal” of this proxy statement/prospectus.

The Stock Issuance Proposal

AAC’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual.

Under Section 312.03(c) of the NYSE Listed Company Manual, shareholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if: (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock or (ii) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock.

Additionally, under Section 312.03(d) of the NYSE Listed Company Manual, shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of AAC.

The aggregate number of shares of New X-energy Class A Common Stock, New X-energy Class B Common Stock, New X-energy Class C Common Stock and New X-energy Class D Common Stock that New X-energy will issue in connection with the Business Combination and that will be issuable in connection with the conversion of (a) the Series A Preferred Stock issuable to (i) the PIPE Investor, pursuant to the Preferred Stock PIPE Subscription Agreement, (ii) Ghaffarian Enterprises, pursuant to the Founder Letter Agreement, (iii) Series C-2 Investors upon the conversion of the Series C-2 Notes and (iv) Series C-1 Investors upon the conversion of the Series C-1 Notes, which collectively will exceed 20% of both the voting power and the shares of New X-energy Class A Common Stock outstanding before such issuance and may result in a change of control of AAC. For these reasons, AAC is seeking the approval of AAC shareholders for the issuance of (i) 50,000 shares of Series A Preferred Stock issuable to the PIPE Investor pursuant to the PIPE Commitment, (ii) approximately 29,276 shares of Series A Preferred Stock issuable to Ghaffarian Enterprises pursuant to the Founder Letter Agreement, (iii) 136,567 shares of Series A Preferred Stock issuable to the Series C-2 Investors upon the conversion of the Series C-2 Notes, (iv) 69,191 shares of Series A Preferred Stock issuable to the Series C-1 Investors upon the conversion of the Series C-1 Notes; (v) any other issuances of preferred stock pursuant to subscription, purchase or similar agreements AAC may enter into prior to Closing; (vi) up to an estimated 28,503,400 shares of New X-energy Class A Common Stock issuable upon the conversion of the Series A Preferred Stock; (vii) up to an estimated 8,569,689 shares of New X-energy Class B Common Stock to the X-energy Members other than the X-energy Founder; (viii) up to an estimated 63,924,087 shares of New X-energy Class C Common Stock to the X-energy Founder; (ix) up to an estimated 6,500,000 shares of New X-energy Class D Common Stock to the X-energy Founder; and (x) any other issuances of common stock and securities convertible into or exercisable for common stock pursuant to subscription, purchase or similar agreements AAC may enter into prior to Closing.

For additional information, see the section of this proxy statement/prospectus entitled “The Stock Issuance Proposal.”

The Cayman Charter Amendment Proposal

AAC is proposing that AAC’s shareholders approve, by special resolution, the Cayman Charter Amendment Proposal in connection with the amendments to the Cayman Constitutional Documents. The AAC Board and Special Committee have unanimously approved the Cayman Charter Amendment Proposal and believe such amendments are advisable to permit the sequence of transactions contemplated by the Business Combination. Approval of the Cayman Charter Amendment Proposal is not a condition to the Closing.

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For additional information, see the section of this proxy statement/prospectus entitled “The Cayman Charter Amendment Proposal.”

The Organizational Documents Proposal

AAC is proposing that AAC’s shareholders approve, by special resolution, the Organizational Documents Proposal in connection with the replacement of the Cayman Constitutional Documents, under the Companies Act, with the Proposed Organizational Documents, under the DGCL. The AAC Board and the Special Committee have unanimously approved the Organizational Documents Proposal and believe such proposal is necessary to adequately address the needs of New X-energy following the Closing. Approval of the Organizational Documents Proposal is a condition to the Closing.

For additional information, see the section of this proxy statement/prospectus entitled “The Organizational Documents Proposal.”

The Advisory Organizational Documents Proposals

AAC is proposing that AAC’s shareholders approve by special resolution on a non-binding advisory basis seven separate Advisory Organizational Documents Proposals in connection with the replacement of the Cayman Constitutional Documents, under the Companies Act, with the Proposed Organizational Documents, under the DGCL. The AAC Board and the Special Committee have unanimously approved the Advisory Organizational Documents Proposals and believe such proposals are necessary to adequately address the needs of X-energy after the Business Combination. Approval of the Advisory Organizational Documents Proposals is not a condition to the Closing.

A brief summary of each of the Advisory Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.

Advisory Organizational Documents Proposal 6A — Under the Proposed Organizational Documents, New X-energy would be authorized to issue (A) 1,000,000,000 shares of New X-energy Class A Common Stock, (B) 100,000,000 shares of New X-energy Class B Common Stock, (C) 150,000,000 shares of New X-energy Class C Common Stock, (D) 50,000,000 shares of New X-energy Class D Common Stock and (E) 25,000,000 shares of New X-energy Preferred Stock, each with a par value of $0.0001 per share.

Advisory Organizational Documents Proposal 6B — The Proposed Organizational Documents would authorize a multiple class common stock structure pursuant to which the holders of New X-energy Class A Common Stock and New X-energy Class B Common Stock will be entitled to one vote per share and holders of New X-energy Class C Common Stock and New X-energy Class D Common Stock will be entitled to ten votes per share.

Advisory Organizational Documents Proposal 6C — The Proposed Organizational Documents would adopt a provision providing that each outstanding share of New X-energy Class C Common Stock shall automatically convert into one share of New X-energy Class B Common Stock and each outstanding share of New X-energy Class D Common Stock shall automatically convert into one share of New X-energy Class A Common Stock upon the earliest to occur of (i) the date that is ten years from the effectiveness of the Proposed Certificate of Incorporation and (ii) the first date when the Permitted Class C Owners and the Permitted Class D Owners (as defined in the Proposed Certificate of Incorporation) collectively cease to own, in the aggregate, at least 25.0% of the number of shares of New X-energy Class C Common Stock collectively held and New X-energy Class D Common Stock issued and held by the Permitted Class C Owners and the Permitted Class D Owners (adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including any dividend or distribution of securities convertible into New X-energy Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction) by them as of immediately following the Closing.

Advisory Organizational Documents Proposal 6D — The Proposed Organizational Documents would adopt (a) Delaware as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the U.S. as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Advisory Organizational Documents Proposal 6E — The Proposed Certificate of Incorporation would require the affirmative vote of at least two-thirds of the voting power of the outstanding New X-energy Common Stock to amend, alter, change or repeal any provision of the Proposed Certificate of Incorporation, other than Articles I (Name), II (Registered Address), and III (Nature of Business), which would require the affirmative vote of at least a majority of the voting power of the outstanding New X-energy Common Stock, voting together as a single class.

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Advisory Organizational Documents Proposal 6F — The Proposed Organizational Documents would permit the removal of a director only for cause and only by the affirmative vote of the holders of a majority of at least two-thirds of the total voting power of all then-outstanding shares of New X-energy.

Advisory Organizational Documents Proposal 6G — The Proposed Organizational Documents would provide that for so long as New X-energy qualifies as a controlled company under applicable NYSE rules, any action required or permitted to be taken by the holders of New X-energy Common Stock may be taken without a meeting if signed by the holders having not less than the minimum number of votes necessary to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted in compliance with the DGCL. From and after the date that New X-energy ceases to qualify as a controlled company, the Proposed Organizational Documents require stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting.

The Incentive Plan Proposal

AAC is proposing that its shareholders approve by ordinary resolution the New X-energy Incentive Plan, which will become effective upon the Closing. The New X-energy Incentive Plan will be used by New X-energy to compensate employees and other service providers following the Closing.

For additional information, see the section of this proxy statement/prospectus entitled “The Incentive Plan Proposal.”

The Director Election Proposal

AAC is proposing that its shareholders approve, effective upon the Closing of the Business Combination, the election of           directors to serve staggered terms on the New X-energy Board until the 2024, 2025 and 2026 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified.

For additional information, see the section of this proxy statement/prospectus entitled “The Director Election Proposal.”

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize AAC to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved), the AAC Board may submit a proposal to the shareholders to approve by way of an ordinary resolution the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies.

For additional information, see the section of this proxy statement/prospectus entitled “The Adjournment Proposal.”

Date, Time and Place of the Extraordinary General Meeting

The extraordinary general meeting will be held on       , 2023 at       , Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and virtually via live webcast at        . Shareholders may attend and vote in person or virtually by visiting           and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the extraordinary general meeting is to consider and vote on the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal.

Registering for the Extraordinary General Meeting

Any shareholder wishing to attend the extraordinary general meeting virtually should register for the extraordinary general meeting by         at        . To register for the extraordinary general meeting, please follow these instructions as applicable to the nature of your ownership of AAC Shares:

If your shares are registered in your name with Continental and you wish to attend the extraordinary general meeting virtually, go to        , enter the 12-digit control number included on your proxy card or notice of the extraordinary general

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meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the extraordinary general meeting you will need to log back into the extraordinary general meeting site using your control number. Pre-registration is recommended, but is not required in order to attend.
Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other nominee) who wish to attend the extraordinary general meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the online extraordinary general meeting. After contacting Continental, a beneficial holder will receive an e-mail prior to the extraordinary general meeting with a link and instructions for entering the extraordinary general meeting online. Beneficial shareholders should contact Continental at least five business days prior to the extraordinary general meeting date in order to ensure access.

Voting Power; Record Date

AAC’s shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned AAC Class A Ordinary Shares at the close of business on       , 2023, which is the Record Date for the extraordinary general meeting. Shareholders will have one vote for each AAC Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. AAC Warrants do not have voting rights. At the close of business on the Record Date, there were         AAC Class A Ordinary Shares outstanding, of which        were Public Shares, with the rest being held by the Sponsor.

Quorum and Vote of AAC Shareholders

A quorum of AAC shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding shares entitled to vote at the extraordinary general meeting are represented in person, virtually or by proxy (which would include presence at the extraordinary general meeting). Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal.

As of the Record Date for the extraordinary general meeting,         AAC Class A Ordinary Shares would be required to achieve a quorum.

The Sponsor and AAC’s independent directors have agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor and AAC’s independent directors own approximately    % of the issued and outstanding AAC Class A Ordinary Shares. As a result, AAC would need only      , or approximately      %, of the Public Shares not held by affiliates, to be voted in favor of the Business Combination in order to approve the Business Combination Proposal (assuming all outstanding shares are voted).

The proposals presented at the extraordinary general meeting require the following votes:

Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
Domestication Proposal — The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders of a majority of at least two-thirds of the AAC Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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Cayman Charter Amendment Proposal — The approval of the Cayman Charter Amendment Proposal require a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
Organizational Documents Proposal — The approval of the Organizational Documents Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
Incentive Plan Proposal — The approval of the Incentive Plan Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
Director Election Proposal — The approval of the Director Election Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.
Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the AAC Ordinary Shares, who, being present in person, virtually or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)(i) hold Public Shares or (ii) hold Public Shares through AAC Units and elect to separate your AAC Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;
(b)submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that New X-energy redeem all or a portion of your Public Shares for cash; and
(c)deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on        , 2023 (two business days before the scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Each AAC Unit issued and outstanding immediately prior to the Domestication will automatically be canceled and each holder thereof will be entitled, per AAC Unit, to one share of New X-energy Class A Common Stock and one-fifth of one New X-energy Warrant. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to Continental, New X-energy will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the Closing. For illustrative purposes, as of         ,

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2023, this would have amounted to approximately $         per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. See the section of the proxy statement/prospectus entitled “Extraordinary General Meeting of AAC — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in our IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to, among other things, vote in favor of the Business Combination, regardless of how the Public Shareholders vote. As of the Record Date, the Sponsor owns    % of the issued and outstanding AAC Class A Ordinary Shares.

Holders of the Public Warrants will not have redemption rights with respect to the Public Warrants.

Appraisal Rights

AAC’s shareholders and holders of Public Warrants do not have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. AAC has engaged        to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person or virtually if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of AAC — Revoking Your Proxy.”

Certain Interests of AAC’s Directors and Officers and Others in the Business Combination

When you consider the recommendation of the AAC Board and the Special Committee in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor, AAC’s directors and executive officers and others have interests in such proposal that are different from, or in addition to, those of AAC’s shareholders and holders of Public Warrants generally.

In particular:

the Sponsor (and certain of AAC’s officers and directors who are members of the Sponsor), purchased 25,000,000 AAC Class B Ordinary Shares for $25,000. All of AAC’s officers and directors have a direct or indirect economic interest in such shares. Subsequent to the initial purchase of the AAC Class B Ordinary Shares by the Sponsor, the Sponsor transferred 50,000 AAC Class B Ordinary Shares to each of AAC’s independent directors at a nominal purchase price of $0.003 per AAC Class B Ordinary Share prior to the closing of AAC’s IPO. The Sponsor will hold AAC Class B Ordinary Shares as a result of the redemptions by the AAC shareholders in connection with the approval of the Second Extension and pursuant to the Sponsor Support Agreement under which the Sponsor forfeits AAC Class B Ordinary Shares as a result of redemptions by AAC shareholders. The 14,251,755 shares of New X-energy Class A Common Stock that the Sponsor and its permitted transferees will hold following the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $          million based upon the closing price of $           per AAC Class A Ordinary Share on the NYSE on           , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such shares of New X-energy Class A Common Stock will be subject to lock-up restrictions, we believe such shares have less value.
the Sponsor purchased 15,333,333 Private Placement Warrants for $23,000,000, or $1.50 per Private Placement Warrant, in a private placement that closed simultaneously with the IPO. Certain of AAC’s officers and directors have a direct or indirect economic interest in such Private Placement Warrants. The Sponsor will hold 8,741,076 Private Placement Warrants as a result of the redemptions by the AAC shareholders in connection with the approval of the Second Extension and pursuant to the Sponsor Support Agreement under which the Sponsor forfeits Private Placement Warrants as a result of redemptions by

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AAC shareholders. The 8,741,076 New X-energy Warrants that the Sponsor will hold following the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $           million based upon the closing price of $           per Public Warrant on NYSE on           , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such New X-energy Warrants will be subject to lock-up restrictions, we believe such warrants have less value.
given the differential between the purchase price that the Sponsor paid for the AAC Class B Ordinary Shares and the price of the AAC Class A Ordinary Shares included in the AAC Units, the Sponsor may earn a positive rate of return on its investment even if the shares of New X-energy Class A Common Stock trade below $10.00 per share and the Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsor diverge from the economic interests of Public Shareholders because the Sponsor will realize a gain on its investment from the completion of any business combination while Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share.
the Sponsor will lose its entire investment in us if we do not complete a business combination by November 6, 2023 (or such earlier date as the AAC Board may approve in accordance with the Cayman Constitutional Documents) or obtain an additional Extension. If we do not consummate a business combination by such date, we would: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (earned on the funds held in the Trust Account and not previously released to AAC (less taxes payable, and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as AAC shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining AAC shareholders and the AAC Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 25,000,000 AAC Class B Ordinary Shares purchased by our Sponsor for $25,000 would be worthless because following the redemption of the Public Shares, we would likely have few, if any, net assets and because the Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 15,333,333 Private Placement Warrants that the Sponsor paid $23,000,000 to purchase will expire worthless.
On September 12, 2023, pursuant to the Preferred Stock PIPE Subscription Agreement, the PIPE Investor, an affiliate of Ares, committed to purchase in a private placement immediately prior to the Closing, up to 50,000 shares of Series A Preferred Stock of New X-energy for a purchase price of $1,000 per share, resulting in gross proceeds to AAC of $50,000,000. The shares of Series A Preferred Stock will be convertible into shares of New X-energy Class A Common Stock at $10.00 per share, subject to customary anti-dilution adjustments. Such shares if unrestricted and freely tradable, would have an aggregate market value of approximately $             million based upon the closing price of $          per AAC Class A Ordinary Share on the NYSE on                      , 2023, the most recent practicable date prior to the date of this proxy statement/prospectus.
the PIPE Investor, an affiliate of Ares, purchased $30,000,000 of X-energy’s Series C-2 Notes pursuant to the Series C-2 Securities Purchase Agreement, dated the Signing Date. Pursuant to such investment, the PIPE Investor will be entitled to designate for nomination to the New X-energy Board two directors.
AAC’s Sponsor, officers and directors have agreed not to redeem any of the Founder Shares or AAC Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.
the AAC Support Parties and AAC’s other officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the AAC Ordinary Shares (other than AAC Class A Ordinary Shares issued as part of the AAC Units) held by them if AAC fails to complete the Business Combination by November 6, 2023.
the Sponsor and AAC’s officers and directors will lose their entire investment in AAC and will not be reimbursed for loans extended, fees due or out-of-pocket expenses if the Business Combination is not consummated by November 6, 2023 (or such earlier date as the AAC Board may approve in accordance with the Cayman Constitutional Documents). As of the date of this proxy statement/prospectus, other than as described in this proxy statement/prospectus, there are no loans extended, fees due or outstanding out-of-pocket expenses for which the Sponsor and AAC’s officers and directors are awaiting reimbursement.

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if the Trust Account is liquidated, including in the event AAC is unable to complete an initial business combination within the required time period, Sponsor has agreed to indemnify AAC to ensure that the proceeds in the Trust Account are not reduced below $10.00 per AAC Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which AAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to AAC, but only if such a vendor or target business has not executed a waiver of all rights to seek access to the Trust Account.
our existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six years after the Business Combination.
in connection with the Closing, our Sponsor, officers and directors would be entitled to the repayment of any outstanding working capital loan and advances that have been made to AAC, provided that the Sponsor may elect to convert up to $1,500,000 of loans into warrants at the Closing at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. If we do not complete an initial business combination within the required period, we may use a portion of our working capital 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. As of the date of this proxy statement/prospectus, approximately $2,500,000 was outstanding under such working capital loan.
On January 26, 2023, in connection with the First Extension, the Sponsor agreed to make monthly deposits directly to the Trust Account of $0.03 for each AAC Class A Ordinary Share, up to a maximum of $1.2 million per month pursuant to the Original Extension Promissory Note. Such Initial Contributions began on February 3, 2023 and thereafter were paid on the first day of each month through August 1, 2023. On July 24, 2023, in connection with the Second Extension, AAC entered into the Amended and Restated Extension Promissory Note, pursuant to which the Sponsor agreed to make monthly deposits directly to the Trust Account of $0.0255 for each AAC Class A Ordinary Share, consistent with the payments made pursuant to the Initial Contributions already paid, until the A&R Note Maturity Date. Such Additional Contributions began on August 2, 2023 and thereafter have been paid on the first day of each month. The Amended and Restated Extension Promissory Note will not bear any interest, and will be repayable by AAC to the Sponsor upon the A&R Note Maturity Date. In the event that the proposed Business Combination does not close, AAC may use a portion of proceeds held outside the Trust Account to repay this loan, but no proceeds held in the Trust Account would be used to repay this loan.
pursuant to the A&R Registration Rights Agreement, AAC’s officers and directors, and the Sponsor and its members will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the New X-energy Class A Common Stock and New X-energy Warrants held by such parties following the consummation of the Business Combination.

As a result of the foregoing interests, the Sponsor and AAC’s directors and officers will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that that may be viewed as sub-optimal by Public Shareholders. In the aggregate, the Sponsor and its affiliates have a maximum of $167.0 million at risk that depends upon the completion of a business combination. Such amount consists of (a) approximately $151.4 million representing the value of the Founder Shares held by the Sponsor (assumes a share price of approximately $10.62 as of August 7, 2023), (b) $13.1 million representing the value of the Private Placement Warrants purchased by the Sponsor (using the $1.50 per warrant purchase price) and (c) $2.5 million representing the working capital loans extended by the Sponsor.

The Sponsor and its affiliates are active investors across a number of different investment platforms, which AAC and the Sponsor believe improved the volume and quality of opportunities that were available to AAC. However, it also creates potential conflicts and the need to allocate investment opportunities across multiple investment vehicles. In order to provide the Sponsor with the flexibility to evaluate opportunities across these platforms, the Cayman Constitutional Documents provide that AAC renounces its interest in any business combination opportunity offered to any founder, director or officer unless such opportunity is expressly offered to such person solely in their capacity as a director or officer of AAC and is an opportunity that AAC is able to complete on a reasonable basis. This waiver allows the Sponsor and its affiliates to allocate opportunities based on a combination of the objectives, including the fundraising needs of the target and the investment objectives of the investment vehicle. AAC is not aware of any such conflict or opportunity being presented to any founder, director or officer of AAC nor does it believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on its search for an acquisition target. The existence of financial and personal interests of one or more of AAC’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of AAC and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the Shareholder Proposals.

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For additional information see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of AAC’s Directors and Officers and Others in the Business Combination.”

Regulatory Matters

Neither AAC nor X-energy are aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the regulatory notices and approvals discussed in “The Business Combination Proposal — Business Combination Agreement — Closing Conditions — Conditions to the Obligations of Each Party.” It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Recommendation to Shareholders of AAC

The AAC Board and the Special Committee believe that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of AAC’s shareholders and unanimously recommend that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Cayman Charter Amendment Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Director Election Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of AAC’s directors may result in a conflict of interest on the part of such director(s) between what such person may believe is in the best interests of AAC and its shareholders and what such person may believe is best for such person in determining to recommend that shareholders vote for the proposals. The Sponsor and AAC’s officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of AAC’s Directors and Officers and Others in the Business Combination.”

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination. The first table assumes that none of the Public Shareholders exercise their redemption rights. The second table assumes that Public Shareholders exercise their redemption rights with respect to 45,604,260 AAC Class A Ordinary Shares outstanding as of August 7, 2023, representing the maximum amount of Public Shares that can be redeemed. Where actual amounts are not known or knowable, the figures below represent X-energy’s good faith estimates based on the assumptions set forth in the notes to the tables. If the actual facts are different from these assumptions, actual amounts will be different from those below.

Estimated Sources and Uses (No Redemptions)

Sources

Uses 

 

($ in millions)

 

($ in millions)

AAC’s Cash-in-Trust(1)

    

$

484

    

X-energy Equity Rollover

    

$

947

Series C-2 Investment

 

103

 

Cash to Balance Sheet

 

536

PIPE Commitment

 

50

 

Repayment of Bank of New York Credit Facility

 

29

Founder Contribution

 

29

 

Estimated Transaction Fees

 

102

X-energy Equity Rollover

947

Total sources

$

1,614

 

Total uses

$

1,614

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Estimated Sources and Uses (Maximum Redemptions)

Sources

Uses 

 

($ in millions)

 

($ in millions)

AAC’s Cash-in-Trust(1)

    

$

0

    

X-energy Equity Rollover

    

$

947

Series C-2 Investment

 

103

 

Cash to Balance Sheet

 

65

PIPE Commitment

 

50

 

Repayment of Bank of New York Credit Facility

 

29

Founder Contribution

29

Estimated Transaction Fees

88

X -Energy Equity Rollover

 

947

 

  

 

  

Total sources

$

1,129

 

Total uses

$

1,129

(1)As of August 7, 2023.

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the Domestication and an exercise of redemption rights in connection with the Business Combination, please see “U.S. Federal Income Tax Considerations.

Recent Developments

Barclays and Morgan Stanley were two of the underwriters in the IPO. Neither AAC nor X-energy formally engaged Barclays or Morgan Stanley to serve as advisors in any capacity related to the Business Combination, and neither Barclays nor Morgan Stanley identified or evaluated any companies that AAC considered as potential targets for a business combination. Additionally, neither Barclays nor Morgan Stanley were responsible for the preparation of any disclosure that is included in this proxy statement/prospectus, including any analysis underlying such disclosure. Neither Barclays nor Morgan Stanley were involved in the preparation of any materials received by the AAC Board, the Special Committee or X-energy’s board of directors or management. Neither Barclays nor Morgan Stanley produced any work product in relation to the Business Combination for which AAC relied on their expertise.

On June 29, 2023, Barclays notified AAC about the waiver of its deferred underwriting fee in the Barclays Fee Waiver Letter. Additionally, on June 29, 2023, Barclays delivered the Barclays 11(b)(1) Letter to the SEC. AAC will not speculate about the reasons for Barclays’ delivery of the Barclays 11(b)(1) Letter, and AAC does not have any further information as to why Barclays submitted the Barclays 11(b)(1) Letter. Pursuant to the Barclays Fee Waiver Letter, Barclays has waived its entitlement to the entirety of the deferred underwriting fees owed to it in connection with the IPO, totaling $2.0 million solely with respect to the Business Combination. Barclays has already rendered its services in connection with the IPO pursuant to the Underwriting Agreement to obtain its fee and is therefore waiving its right to be compensated. Such a fee waiver for services already rendered is unusual.

On July 21, 2023, Morgan Stanley notified AAC about the waiver of its deferred underwriting fee in the Morgan Stanley Fee Waiver Letter. Additionally, on July 21, 2023, Morgan Stanley delivered the Morgan Stanley 11(b)(1) Letter to the SEC. AAC will not speculate about the reasons for Morgan Stanley’s delivery of the Morgan Stanley 11(b)(1) Letter, and AAC does not have any further information as to why Morgan Stanley submitted the Morgan Stanley 11(b)(1) Letter. Pursuant to the Morgan Stanley Fee Waiver Letter, Morgan Stanley has waived its entitlement to the entirety of the deferred underwriting fees owed to it in connection with the IPO, totaling $5.0 million, respectively, solely with respect to the Business Combination. Morgan Stanley has already rendered its services in connection with the IPO pursuant to the Underwriting Agreement to obtain its fee and is therefore waiving its right to be compensated. Such a fee waiver for services already rendered is unusual.

As of the date of this proxy statement/prospectus, AAC is not aware of any disagreements between AAC, Barclays, and Morgan Stanley with respect to Barclays’ and Morgan Stanley’s resignations and/or refusal to act, as applicable. Additionally, neither Barclays nor Morgan Stanley have had any further communications with AAC since its resignation and/or refusal to act, as applicable. AAC does not believe that Barclays’ and Morgan Stanley’s lack of participation in the Business Combination will adversely impact the transactions described in this proxy statement/prospectus or the consummation of the Business Combination. See also “Risk Factors — Risks Related to the Domestication and the Business Combination — Barclays and Morgan Stanley, two of the underwriters in the IPO, were to be compensated in part on a deferred basis for already-rendered underwriting services in connection with the IPO, yet each of Barclays and Morgan Stanley waived its entitlement to such compensation and disclaimed any responsibility for this proxy statement/ prospectus.

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AAC continues to have customary obligations with respect to use of information and indemnification under the Underwriting Agreement. In particular, as is customary, certain provisions of the Underwriting Agreement shall survive the delivery of the Underwriter 11(b)(1) Letters and the Underwriter Fee Waiver Letters. These provisions include AAC’s obligation to (i) indemnify and hold harmless each underwriter, its affiliates, directors, officers and each person, if any, who controls the underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which such underwriter may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in this proxy statement/prospectus, or in any preliminary prospectus, prospectus, “road show” as defined in Section 433(h) of the Securities Act or any Written Testing-the-Waters Communication (as defined in the Underwriting Agreement) or in any amendment thereof or supplement thereto, or arise out of or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim as such expenses are incurred, subject in each case to customary exceptions.

In addition, the Underwriting Agreement described above contains a contribution provision in the event that the indemnity obligations are unavailable or insufficient to hold harmless an indemnified party, with each indemnifying party agreeing to contribute an amount proportional to the relative benefits received by AAC on the one hand and the underwriters on the other from an offering of securities pursuant to the Underwriting Agreement, to the extent permitted by law (or if not permitted by law, proportional to the relative benefits and relative fault of AAC and the underwriters). The relative benefits received by AAC on the one hand and the underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by AAC bear to the total underwriting discounts and commissions received by the underwriters, in connection with the IPO. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by AAC on the one hand or the underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. There can be no assurance that AAC would have sufficient funds to satisfy such indemnification claims or that after satisfying such indemnification claims, AAC would have sufficient funds to satisfy the minimum cash condition in order to consummate the Business Combination under the Business Combination Agreement. See “Risk Factors — Risks Related to the Domestication and the Business Combination — We may not have sufficient funds to satisfy indemnification claims of the underwriters involved in the initial public offering or their respective directors and executive officers pursuant to the Underwriting Agreement.

At no time prior to or after Barclays and Morgan Stanley delivered its Underwriter 11(b)(1) Letter, as applicable, did either of Barclays and Morgan Stanley indicate that it had any specific concerns with the Business Combination and neither Barclays nor Morgan Stanley advised AAC that it was in disagreement with the contents of this proxy statement/prospectus.

AAC’s shareholders may believe that when financial institutions, such as Barclays and Morgan Stanley, are named in a proxy statement/prospectus, the involvement of such institutions typically presumes a level of due diligence and independent analysis on the part of such financial institution and that the naming of such financial institutions generally means that a financial institution has done a level of due diligence ordinarily associated with a professional engagement. The Underwriter 11(b)(1) Letters each stated that, among other things, neither Barclays nor Morgan Stanley is responsible for any part of this proxy statement/prospectus. Neither Barclays nor Morgan Stanley provided any additional detail in the Barclays 11(b)(1) Letter and Morgan Stanley 11(b)(1) Letter, respectively, to AAC or to the SEC. AAC will not speculate about the reasons for Barclays’ and Morgan Stanley’s refusal to participate in the Business Combination, and AAC does not have any further information as to why Barclays and Morgan Stanley submitted their respective Underwriter 11(b)(1) Letter. Accordingly, shareholders should not place any reliance either on the participation of Barclays and Morgan Stanley in the IPO prior to Barclays’ and Morgan Stanley’s respective delivery of its Underwriter 11(b)(1) Letters or on Barclays’ and Morgan Stanley’s refusal to participate in the Business Combination.

Summary Risk Factors

In evaluating the proposals to be presented at the extraordinary general meeting, shareholders should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 27. In particular, such risks include, but are not limited to, the following:

AAC’s shareholders will experience dilution due to the issuance of shares of New X-energy Common Stock and securities convertible into the shares of New X-energy Common Stock to the X-energy Members as consideration in the Business Combination and the issuance to the X-energy Members of securities entitling them to a significant voting stake in New X-energy.

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The ability of AAC’s Public Shareholders to exercise redemption rights with respect to the Public Shares may prevent AAC from completing the Business Combination or optimizing its capital structure.
We depend significantly on U.S. government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. Continued full funding of, and any upward adjustments to funding available under, the ARDP are subject to future government appropriations and continued political support. As of June 30, 2023, the U.S. government has awarded $1.2 billion of funding to us under the ARDP. While this amount is expected to cover our ARDP costs for multiple years, due to cost increases resulting from inflationary pressures and other factors, we will need the amount to be meaningfully increased. The termination of, or failure to fully fund, the ARDP, or our failure to timely secure upward adjustments in ARDP funding to cover actual costs could have a material, adverse impact on our business prospects, financial condition, results of operations and cash flows and may result in a more limited ARDP fuel facility development, changes to project development timelines, or other commercial changes to the ARDP project. Further, our inability to timely secure increases to our ARDP funding could harm our relationship with our partner and materially and adversely affect our business prospects.
The NYSE may delist AAC’s or New X-energy’s securities from trading on its exchange, which could limit investors’ ability to make transactions in AAC’s or New X-energy’s securities and subject AAC or New X-energy to additional trading restrictions.
If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.
Because AAC is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.
New X-energy will be a “controlled company” within the meaning of NYSE listing standards and, as a result, will qualify for, and intends to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.
The market values of growth-oriented and early stage companies, including X-energy, may be more volatile than other securities and may involve special risks.
We have not yet delivered the Xe-100 or any other SMR to customers and have not achieved final investment decisions for the purchase or deployment of any of our reactors, and we do not carry insurance coverage for, or have performance guarantees fully backstopping the risks associated with the Xe-100 or all of its components. Other than contractual protections provided by our vendors for certain components and systems, we have not employed other risk sharing structures to mitigate all risks associated with the delivery and performance of any of our reactors. Any delays or setbacks we may experience during our first commercial delivery planned for 2029 and other demonstration and commercial missions or failure to obtain final investment decisions could have a material adverse effect on our business prospects, financial condition, results of operation and cash flows, and could harm our reputation.
We will depend on pre-sales revenue to fund our demonstration, corporate growth and commercial development. Any delays in the development and manufacture of our SMRs and related technology may adversely impact our business and financial condition.
The market for SMRs generating electric power and high-temperature heat is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected.
If we are unable to access HALEU, our ability to manufacture TRISO-X fuel will be adversely affected, which could have a material adverse effect on our business, financial condition and results of operations. Historically, Russia has been a significant global supplier of HALEU, but due to the ongoing war in Ukraine and associated U.S. sanctions imposed on Russia, we are highly dependent on the U.S. government for access to HALEU.
Our operations involve the use, transportation and disposal of toxic, hazardous and/or radioactive materials and could result in liability without regard to fault or negligence.

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We rely on a limited number of suppliers for certain materials and supplied components, some of which are highly specialized and are being designed for first-of-a-kind or sole use in the Xe-100 and Xe-Mobile. We and our third-party vendors may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms or at expected costs.
Our business plan requires us to attract and retain qualified personnel including personnel with highly technical expertise. Were we not to be able to successfully recruit and retain experienced and qualified personnel, it could have a material adverse effect on our business.
We rely heavily on our intellectual property portfolio. Our ability to protect our patents and other intellectual property rights may be challenged and is not guaranteed. If we are unable to protect our intellectual property rights, our business and competitive position may be harmed.
Our business is subject to the policies, priorities, regulations, mandates and funding levels of multiple governmental entities and may be negatively or positively impacted by any change thereto.
Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.
The Xe-100 and Xe-Mobile designs have not yet been approved or licensed for use at any site by the NRC or the Canadian Nuclear Safety Commission, and approval or licensing of these designs is not guaranteed.
In order to fulfill our business plan, we will require additional funding. To the extent we require additional investor funding in the future, such funding may be dilutive to our investors and no assurances can be provided as to terms of any such funding. Any such funding and the associated terms will be highly dependent upon market conditions and the progress of our business at the time we seek such funding.
Our principal asset after the completion of the Business Combination will be our interest in X-energy OpCo, and, accordingly, we will depend on distributions from X-energy OpCo to pay our taxes and expenses, including payments under the Tax Receivable Agreement, and to pay dividends. X-energy OpCo’s ability to make such distributions may be subject to various limitations and restrictions.
The Tax Receivable Agreement with the TRA Holders requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial.
Our Sponsor, directors and executive officers have agreed to vote in favor of the Business Combination, regardless of how our Public Shareholders vote.
Our shareholders may be held liable for claims by third parties against AAC to the extent of distributions received by them upon redemption of their shares.
The terms of the AAC Warrants may be amended in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then-outstanding Public Warrants.
Your unexpired New X-energy Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you.
If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve the Business Combination Proposal, the AAC Board will not have the ability to adjourn the extraordinary general meeting to a later date in circumstances where such adjournment is necessary to permit the Business Combination to be approved.

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Summary Historical Financial Information of AAC

AAC is providing the following summary historical financial data to assist you in your analysis of the financial aspects of the Business Combination.

AAC’s statement of operations data for the six months ended June 30, 2023 and the six months ended June 30, 2022 and balance sheet data as of June 30, 2023, are derived from AAC’s unaudited financial statements included elsewhere in this proxy statement/prospectus. AAC’s statement of operations data for the year ended December 31, 2022 and balance sheet data as of December 31, 2022 are derived from AAC’s audited financial statements included elsewhere in this proxy statement/prospectus.

The information is only a summary and should be read in conjunction with AAC’s financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AAC” contained elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of AAC.

For the six

For the six

months ended

months ended

For the year ended

June 30, 2023

June 30, 2022

December 31, 2022

General and administrative expenses

    

$

8,024,753

    

$

768,162

    

$

7,342,712

Loss from operations

(8,024,753)

(768,162)

(7,342,712)

Other income (expense):

Investment income on investments held in Trust Account

11,763,956

205,148

13,097,713

Gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities

59,163

Change in fair value of warrant liabilities

(11,790,733)

23,566,288

15,228,589

Total other income (expense)

32,386

23,771,436

28,326,302

Net income (loss)

$

(7,992,367)

$

23,003,274

$

20,983,590