aac-20210630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2021


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

For the transition period from to

Commission File No. 001-39972

ARES ACQUISITION CORPORATION

(Exact name of Registrant as specified in its charter)


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

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

(Address of principal executive office) (Zip Code)

(310) 201-4100

(Registrant’s telephone number, including area code)

N/A

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one fifth of one redeemable warrant

AAC.U

New York Stock Exchange

Class A Ordinary Shares included as part of the units

AAC

New York Stock Exchange

Redeemable warrants, included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50

AAC WS

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No ☐

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

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

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of August 11, 2021, 100,000,000 Class A ordinary shares, par value $0.0001, and 25,000,000 Class B ordinary shares, par value $0.0001, were issued and outstanding.

ARES ACQUISITION CORPORATION

Quarterly Report on Form 10-Q

Table of Contents



						Page
PART I—FINANCIAL INFORMATION
Item 1. Unaudited Condensed Financial Statements						1
Condensed Balance Sheets as of June 30, 2021 (u naudited) and December 31, 2020						1
Unaudited Condensed Statements of Operations for the three months end ed June 30, 2021 and 2020, for the six months end ed June 30, 2021 and for the period from January 24, 2020 (inception) through June 30, 2020						2
Unaudited Condensed Statements of Changes in Equity for the three months end ed June 30, 2021 and 2020, for the six months end ed June 30, 2021 and for the period from January 24, 2020 (inception) through June 30, 2020						3
Unaudited Condensed Statements of Cash Flows for the six months end ed June 30, 2021 and for the period from January 24, 2020 (inception) through June 30, 2020						4
Notes to Unaudited Condensed Financial Statements						5
Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations						20
Item 3. Quantitative and Qualitative Disclosures about Market Risk						24
Item 4. Controls And Procedures						24
PART II—OTHER INFORMATION
Item 1. Legal Proceedings						25
Item 1A. Risk Factors						25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities						26
Item 3. Defaults Upon Senior Securities						27
Item 4. Mine Safety Disclosure						27
Item 5. Other Information						27
Item 6. Exhibits						28
Signatures						29


	As of June 30,		As of December 31,
	2021		2020
	(Unaudited)

Assets
Current assets:
Cash	$	1,051,031	$	—
Prepaid expenses	801,885		—
Deferred offering costs	—		523,475
Total current assets	1,852,916		523,475
Investments held in Trust Account	1,000,057,155		—
Total assets	$	1,001,910,071	$	523,475

Liabilities and shareholders’ equity
Current liabilities
Accrued expenses	$	296,494	$	364,935

Promissory note - related party	—		147,385
Total current liabilities	296,494		512,320
Warrant liabilities	44,789,559		—
Deferred underwriting commissions	35,000,000		—
Total liabilities	80,086,053		512,320

Commitments and contingencies
Class A ordinary shares, $0.0001 par value; 91,682,402 and 0 shares subject to possible redemption at $10.00 per share at June 30, 2021 and December 31, 2020, respectively	916,824,016		—

Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	—		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 8,317,598 and 0 shares issued and outstanding (excluding 91,682,402 and 0 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively	832		—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 25,000,000 shares issued and outstanding at June 30, 2021 and December 31, 2020(1)	2,500		2,500
Additional paid-in capital	(1,319,742)		22,500
Retained earnings (accumulated deficit)	6,316,412		(13,845)
Total shareholders’ equity	5,000,002		11,155
Total liabilities and shareholders’ equity	$	1,001,910,071	$	523,475



	For the three months ended June 30, 2021		For the three months ended June 30, 2020		For the six months ended June 30, 2021		For the period from January 24, 2020 (inception) through June 30, 2020

General and administrative expenses	$	315,129	$	(98,553)	$	2,667,769	$	13,764
Income (loss) from operations	(315,129)		98,553		(2,667,769)		(13,764)
Other income (expense):
Investment income earned on investment held in Trust Account	16,776		—		57,155		—
Offering costs associated with warrants recorded as liabilities	(2,870)		—		(1,677,518)		—
Change in fair value of warrant liabilities	(13,749,024)		—		10,618,389		—
Total other income (expense)	(13,735,118)		—		8,998,026		—
Net income (loss)	$	(14,050,247)	$	98,553	$	6,330,257	$	(13,764)

Basic and diluted weighted average shares outstanding of Class A ordinary shares	100,000,000		—		100,000,000		—
Basic and diluted net income per share, Class A ordinary shares	$	0.00	—		$	0.00	—
Basic and diluted weighted average shares outstanding of Class B ordinary shares(1)	25,000,000		25,000,000		25,000,000		25,000,000
Basic and diluted net income (loss) per share, Class B ordinary shares	$	(0.56)	$	0.00	$	0.25	$	(0.00)


	For the three and six months ended June 30, 2021
	Ordinary Shares						Additional Paid-in Capital		Retained Earnings		Total Shareholders’ Equity
	Class A			Class B
	Shares	Amount		Shares	Amount



Balance at December 31, 2020(1)	—	$	—	25,000,000	$	2,500	$	22,500	$	(13,845)	$	11,155
Sale of Units in initial public offering, net of underwriter commissions, offering expenses and fair value of warrants	100,000,000	10,000		—	—		915,522,727		—		915,532,727
Shares subject to possible redemption	(93,092,438)	(9,309)		—	—		(930,915,071)		—		(930,924,380)
Net income	—	—		—	—		—		20,380,504		20,380,504
Balance at March 31, 2021 (unaudited)	6,907,562	691		25,000,000	2,500		(15,369,844)		20,366,659		5,000,006
Offering expenses	—	—		—	—		(50,121)		—		(50,121)
Change in shares subject to possible redemption	1,410,036	141		—	—		14,100,223		—		14,100,364
Net loss	—	—		—	—		—		(14,050,247)		(14,050,247)
Balance at June 30, 2021 (unaudited)	8,317,598	$	832	25,000,000	$	2,500	$	(1,319,742)	$	6,316,412	$	5,000,002



	For the six months ended June 30, 2021		For the period from January 24, 2020 (inception) through June 30, 2020
Cash flows from operating activities:
Net income (loss)	$	6,330,257	$	(13,764)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Investment income earned on investment held in Trust Account	(57,155)		—
Offering costs associated with warrants recorded as liabilities	1,677,518		—
Change in fair value of warrant liabilities	(10,618,389)		—
Excess of fair value over cost on sale of Private Placement Warrants	2,146,129		—
Changes in operating assets and liabilities
Prepaid expenses	(801,885)		—
Accrued expenses	154,802		—

Payment of formation costs through issuance of Class B ordinary shares	—		13,764
Net cash used in operating activities	(1,168,723)		—

Cash flows from investing activities:
Cash deposited in Trust Account	(1,000,000,000)		—
Net cash used in investing activities	(1,000,000,000)		—

Cash flows from financing activities:
Proceeds received from initial public offering, gross	1,000,000,000		—
Proceeds received from sale of private placement warrants	23,000,000		—

Payment of underwriter commissions	(20,000,000)		—
Payment of offering costs	(780,246)		—
Net cash provided by financing activities	1,002,219,754		—

Net change in cash	1,051,031		—
Cash – beginning of period	—		—
Cash – end of period	$	1,051,031	$	—

Supplemental disclosure of non-cash activities
Deferred offering costs included in accrued offering costs	$	—	$	175,000
Formation and offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	—	$	25,000
Accrued offering costs charged to additional paid-in capital	$	141,692	$	—
Deferred underwriter’s commissions charged to additional paid-in capital in connection with the initial public offering	$	35,000,000	$	—
Initial classification of Class A ordinary shares subject to possible redemption	$	906,835,122	$	—
Change in value of Class A ordinary shares subject to possible redemption	$	9,988,894	$	—


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)

Assets, at fair value
Investments held in Trust Account:	$	1,000,057,155	$	—	$	—
Liabilities, at fair value
Public Warrants	$	25,000,000	$	—	$	—
Private Placement Warrants	$	—	$	—	$	19,789,559

SEC Form 10-Q filed by Ares Acquisition Corporation