|
Cayman Islands
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
98-1538872
(I.R.S. Employer
Identification Number) |
|
|
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
Rachel W. Sheridan Nicholas P. Luongo John J. Slater Latham & Watkins LLP 555 Eleventh Street, NW, Suite 1000 Washington, D.C. 20004 Tel: (202) 637-2200 |
|
|
Large accelerated filer
☒
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☐
|
| |
Smaller reporting company
☐
|
|
| | | |
Emerging growth company
☐
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| | |
Page
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| | | | iii | | | |
| | | | iv | | | |
| | | | xii | | | |
| | | | xiii | | | |
| | | | xv | | | |
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| | | | F-1 | | |
| | |
Page
|
| |||
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | | |
| | | | E-1 | | | |
Annex F – Form of New X-energy Incentive Plan
|
| | | | F-1 | | |
| | | | G-1 | | | |
| | | | H-1 | | | |
| | | | I-1 | | | |
| | | | J-1 | | | |
| | | | K-1 | | | |
| | | | L-1 | | | |
| | | | M-1 | | | |
| | | | N-1 | | |
| | |
No Redemptions
Scenario(1) |
| |
50% Redemptions
Scenario(1)(2) |
| |
Maximum
Redemptions Scenario(1)(3) |
| |||||||||||||||||||||||||||
| | |
Class A
Common Stock |
| |
Ownership
%* |
| |
Class A
Common Stock |
| |
Ownership
%* |
| |
Class A
Common Stock |
| |
Ownership
%* |
| ||||||||||||||||||
Public Shareholders
|
| | | | 100,000,000 | | | | | | 31.2% | | | | | | 50,000,000 | | | | | | 18.9% | | | | | | 0 | | | | | | 0.0% | | |
Sponsor(4) | | | | | 12,500,000 | | | | | | 3.9% | | | | | | 7,267,442 | | | | | | 2.7% | | | | | | 3,362,500 | | | | | | 1.6% | | |
X-energy Members(5)
|
| | | | 207,500,010 | | | | | | 64.8% | | | | | | 207,500,010 | | | | | | 78.4% | | | | | | 207,500,010 | | | | | | 98.4% | | |
Total | | | | | 320,000,010 | | | | | | 100.0% | | | | | | 264,767,452 | | | | | | 100.0% | | | | | | 210,862,510 | | | | | | 100.0% | | |
| | |
No Redemptions
Scenario |
| |
50% Redemptions
Scenario |
| |
Maximum Redemption
Scenario |
| |||||||||||||||||||||||||||
| | |
Class A
Common Stock |
| |
Ownership
%* |
| |
Class A
Common Stock |
| |
Ownership
%* |
| |
Class A
Common Stock |
| |
Ownership
%* |
| ||||||||||||||||||
Public Shareholders(6)
|
| | | | 100,000,000 | | | | | | 25.5% | | | | | | 50,000,000 | | | | | | 15.3% | | | | | | 0 | | | | | | 0.0% | | |
Public Warrant Holders
|
| | | | 20,000,000 | | | | | | 5.1% | | | | | | 20,000,000 | | | | | | 6.1% | | | | | | 20,000,000 | | | | | | 7.6% | | |
Sponsor(4) | | | | | 25,000,000 | | | | | | 6.4% | | | | | | 14,534,884 | | | | | | 4.5% | | | | | | 6,725,000 | | | | | | 2.6% | | |
Private Placement Warrant Holders(6)(7)
|
| | | | 15,333,333 | | | | | | 3.9% | | | | | | 8,914,729 | | | | | | 2.7% | | | | | | 4,124,667 | | | | | | 1.6% | | |
X-energy Members(5)
|
| | | | 207,500,010 | | | | | | 52.8% | | | | | | 207,500,010 | | | | | | 63.7% | | | | | | 207,500,010 | | | | | | 78.8% | | |
Earn Out Units(8)
|
| | | | 25,000,000 | | | | | | 6.4% | | | | | | 25,000,000 | | | | | | 7.7% | | | | | | 25,000,000 | | | | | | 9.5% | | |
Total
|
| | |
|
392,833,343
|
| | | |
|
100.0%
|
| | | |
|
325,949,623
|
| | | |
|
100.0%
|
| | | |
|
263,349,677
|
| | | | | 100.0% | | |
| | |
No Redemptions
Scenario(1) |
| |
50.0% Redemptions
Scenario(2) |
| |
Maximum
Redemptions Scenario(3) |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Value
per Share(4) |
| |
Shares
|
| |
Value
per Share(4) |
| |
Shares
|
| |
Value
per Share(4) |
| ||||||||||||||||||
Base Scenario(5)
|
| | | | 320,000,010 | | | | | $ | 10.00 | | | | | | 264,767,452 | | | | | $ | 10.00 | | | | | | 210,862,510 | | | | | $ | 10.00 | | |
All Earn Out Units(6)
|
| | | | 357,500,010 | | | | | $ | 8.95 | | | | | | 297,034,894 | | | | | $ | 8.91 | | | | | | 239,225,010 | | | | | $ | 8.81 | | |
Exercising All Warrants(7)
|
| | | | 355,333,343 | | | | | $ | 10.15 | | | | | | 293,682,181 | | | | | $ | 10.15 | | | | | | 234,987,177 | | | | | $ | 10.15 | | |
Issuing Earn Outs and All Warrants(8)
|
| | | | 392,833,343 | | | | | $ | 9.18 | | | | | | 325,949,623 | | | | | $ | 9.14 | | | | | | 263,349,677 | | | | | $ | 9.06 | | |
| | |
Post-Transaction Equity Value
|
| |||||||||||||||
| | |
No
Redemptions Scenario |
| |
50.0% Redemptions
Scenario(4a) |
| |
Maximum
Redemptions Scenario(4b) |
| |||||||||
Base Scenario(5)
|
| | | $ | 3,200,000,100 | | | | | $ | 2,647,674,520 | | | | | $ | 2,108,625,100 | | |
All Earn Out Units(6)
|
| | | $ | 3,200,000,100 | | | | | $ | 2,647,674,520 | | | | | $ | 2,108,625,100 | | |
Exercising All Warrants(7)
|
| | | $ | 3,606,333,430 | | | | | $ | 2,980,193,904 | | | | | $ | 2,386,058,771 | | |
Issuing Earn Outs and All Warrants(8)
|
| | | $ | 3,606,333,430 | | | | | $ | 2,980,193,904 | | | | | $ | 2,386,058,771 | | |
Sources
|
| |
Uses
|
| ||||||||||||
| | |
($ in millions)
|
| | | | |
($ in millions)
|
| ||||||
AAC’s Cash-in-Trust(1)
|
| | | $ | 1,000 | | | |
X-energy Equity Rollover
|
| | | $ | 2,000 | | |
Series C-2 Investment
|
| | | | 75 | | | |
Cash to Balance Sheet
|
| | | | 1,040 | | |
PIPE Investment
|
| | | | 45 | | | |
Estimated Transaction Fees
|
| | | | 80 | | |
X-energy Equity Rollover
|
| | | | 2,000 | | | | | | | | | | | |
Total sources
|
| | | $ | 3,120 | | | |
Total uses
|
| | | $ | 3,120 | | |
Sources
|
| |
Uses
|
| ||||||||||||
| | |
($ in millions)
|
| | | | |
($ in millions)
|
| ||||||
AAC’s Cash-in-Trust(1)
|
| | | $ | 0 | | | |
X-energy Equity Rollover
|
| | | $ | 2,000 | | |
Series C-2 Investment
|
| | | | 75 | | | |
Cash to Balance Sheet
|
| | | | 52 | | |
PIPE Investment
|
| | | | 45 | | | |
Estimated Transaction Fees
|
| | | | 68 | | |
X -Energy Equity Rollover
|
| | | | 2,000 | | | | | | | | | | | |
Total sources
|
| | | $ | 2,120 | | | |
Total uses
|
| | | $ | 2,120 | | |
| | |
For the nine months
ended September 30, 2022 |
| |
For the nine months
ended September 30, 2021 |
| |
For the year ended
December 31, 2021 |
| |||||||||
General and administrative expenses
|
| | | $ | 1,285,877 | | | | | $ | 3,566,745 | | | | | $ | 6,461,616 | | |
Loss from operations
|
| | | | (1,285,877) | | | | | | (3,566,745) | | | | | | (6,461,616) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | |
Investment income on investments held in Trust Account
|
| | | | 4,808,939 | | | | | | 165,167 | | | | | | 284,779 | | |
Offering costs associated with warrants recorded as
liabilities |
| | | | — | | | | | | (1,677,518) | | | | | | (1,677,518) | | |
Change in fair value of warrant liabilities
|
| | | | 27,640,426 | | | | | | 25,208,969 | | | | | | 23,703,427 | | |
Total other income
|
| | | | 32,449,365 | | | | | | 23,696,618 | | | | | | 22,310,688 | | |
Net income
|
| | | $ | 31,163,488 | | | | | $ | 20,129,873 | | | | | $ | 15,849,072 | | |
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
| | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | |
Basic and diluted net income per share, Class A ordinary shares
|
| | | $ | 0.25 | | | | | $ | 0.16 | | | | | $ | 0.13 | | |
Basic and diluted weighted average shares outstanding of Class B ordinary shares
|
| | | | 25,000,000 | | | | | | 25,000,000 | | | | | | 25,000,000 | | |
Basic and diluted net income per share, Class B ordinary shares
|
| | | $ | 0.25 | | | | | $ | 0.16 | | | | | $ | 0.13 | | |
Balance Sheet Data:
|
| |
September 30, 2022
|
| |
December 31, 2021
|
| ||||||
Total assets
|
| | | $ | 1,005,443,994 | | | | | $ | 1,001,570,671 | | |
Total liabilities
|
| | | $ | 42,937,673 | | | | | $ | 70,227,838 | | |
Working capital deficit
|
| | | $ | 3,523,302 | | | | | $ | 2,237,424 | | |
Class A ordinary shares subject to possible redemption
|
| | | $ | 1,004,993,718 | | | | | $ | 1,000,000,000 | | |
Total shareholders’ deficit
|
| | | $ | 42,487,397 | | | | | $ | 68,657,167 | | |
| | |
For the Nine Months Ended
September 30, |
| |
For the Year Ended
December 31, |
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
($ in thousands, except unit and per unit amounts)
|
| |||||||||||||||||||||
Consolidated Statements of Operations | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues
|
| | | $ | 82,490 | | | | | $ | 51,582 | | | | | $ | 76,984 | | | | | $ | 26,971 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct costs
|
| | | | 112,003 | | | | | | 69,983 | | | | | | 107,520 | | | | | | 36,090 | | |
Selling, general and administrative
|
| | | | 39,976 | | | | | | 17,524 | | | | | | 29,020 | | | | | | 14,793 | | |
Research and development
|
| | | | 1,780 | | | | | | 937 | | | | | | 1,238 | | | | | | 3,732 | | |
Total operating expenses
|
| | | | 153,759 | | | | | | 88,444 | | | | | | 137,778 | | | | | | 54,615 | | |
Operating loss
|
| | | | (71,269) | | | | | | (36,862) | | | | | | (60,794) | | | | | | (27,644) | | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | (3,605) | | | | | | (1,373) | | | | | | (2,455) | | | | | | (372) | | |
Other income (expense), net
|
| | | | 2,603 | | | | | | (1,241) | | | | | | (812) | | | | | | (191) | | |
Total other expense, net
|
| | | | (1,002) | | | | | | (2,614) | | | | | | (3,267) | | | | | | (563) | | |
Net loss
|
| | | $ | (72,271) | | | | | $ | (39,476) | | | | | $ | (64,061) | | | | | $ | (28,207) | | |
Net loss per unit | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (23.10) | | | | | $ | (0.56) | | | | | $ | (1.20) | | | | | $ | (0.30) | | |
Weighted average common units outstanding | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | | 3,128,026 | | | | | | 70,764,035 | | | | | | 53,530,750 | | | | | | 93,296,879 | | |
Other comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | $ | 186 | | | | | $ | (1) | | | | | $ | 19 | | | | | $ | (20) | | |
Other comprehensive loss
|
| | | $ | (72,085) | | | | | $ | (39,477) | | | | | $ | (64,042) | | | | | $ | (28,227) | | |
Balance Sheet Data
|
| |
September 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
($ in thousands)
|
| |||||||||
Total assets
|
| | | $ | 62,171 | | | | | $ | 87,604 | | |
Total liabilities
|
| | | | 119,620 | | | | | | 76,281 | | |
Total mezzanine equity
|
| | | | 319,790 | | | | | | 319,790 | | |
Total members’ deficit
|
| | | | (377,239) | | | | | | (308,467) | | |
Pro Forma Condensed Combined Statement of
Operations Data |
| |
Nine months ended
September 30, 2022 |
| |
Year Ended
December 31, 2021 |
| ||||||||||||||||||
|
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||||
Revenue
|
| | | $ | 82,490 | | | | | $ | 82,490 | | | | | $ | 76,984 | | | | | $ | 76,984 | | |
Net loss attributable to common stockholders
|
| | | | (22,109) | | | | | | (8,534) | | | | | | (31,306) | | | | | | (12,084) | | |
Net loss per share attributable to common stockholders – basic and diluted
|
| | | | (0.15) | | | | | | (0.23) | | | | | | (0.21) | | | | | | (0.32) | | |
Weighted average common shares outstanding – basic and diluted
|
| | | | 146,367,879 | | | | | | 37,230,379 | | | | | | 146,367,879 | | | | | | 37,230,379 | | |
| | | | | | | | | | | | | | |
Combined Pro Forma
|
| |||||||||
| | |
X-energy
(Historical) |
| |
AAC
(Historical) |
| |
No Redemptions
|
| |
Maximum
Redemptions |
| ||||||||||||
As of and for the Nine Months Ended September 30,
2022 (Unaudited) |
| | | | | ||||||||||||||||||||
Stockholders’ equity (deficit)
|
| | | $ | (377,239) | | | | | $ | (42,488) | | | | | $ | 265,774 | | | | | $ | (86,546) | | |
Net income (loss) attributable to common stockholders
|
| | | | (72,271) | | | | | | 31,163 | | | | | | (22,109) | | | | | | (8,534) | | |
Common shares outstanding as of September 30, 2022 – basic and diluted(1)
|
| | | | 3,128,026 | | | | | | 100,000,000 | | | | | | 146,367,879 | | | | | | 37,230,379 | | |
Weighted average common shares outstanding – basic and diluted(1)
|
| | | | 3,128,026 | | | | | | 100,000,000 | | | | | | 146,367,879 | | | | | | 37,230,379 | | |
Stockholders’ equity (deficit) per share – basic and diluted(1)
|
| | | | (120.60) | | | | | | (0.42) | | | | | | 1.82 | | | | | | (2.32) | | |
Net income (loss) per share attributable to common
stockholders – basic and diluted(1) |
| | | | (23.10) | | | | | | 0.25 | | | | | | (0.15) | | | | | | (0.23) | | |
| | | | | | | | | | | | | | |
Combined Pro Forma
|
| |||||||||
| | |
X-energy
(Historical) |
| |
AAC
(Historical) |
| |
No Redemptions
|
| |
Maximum
Redemptions |
| ||||||||||||
As of and for the Year Ended December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to common stockholders
|
| | | $ | (64,061) | | | | | $ | 15,848 | | | | | $ | (31,306) | | | | | $ | (12,084) | | |
Weighted average common shares outstanding – basic and diluted(1)
|
| | | | 53,530,750 | | | | | | 100,000,000 | | | | | | 146,367,879 | | | | | | 37,230,379 | | |
Net income (loss) per share attributable to common
stockholders – basic and diluted(1) |
| | | | (1.20) | | | | | | 0.13 | | | | | | (0.21) | | | | | | (0.32) | | |
| | |
2023
|
| |
2024
|
| |
2025
|
| |
2026
|
| ||||||||||||
Guideline Publicly-Traded Company | | |
Indicated EV / Revenue Forward Multiples
|
| |||||||||||||||||||||
Centrus Energy Corp.
|
| | | | 1.95 | | | | | | 2.08 | | | | | | 2.00 | | | | | | NA | | |
Graham Corporation
|
| | | | 0.92 | | | | | | NA | | | | | | NA | | | | | | NA | | |
Mirion Technologies, Inc.
|
| | | | 2.80 | | | | | | 2.65 | | | | | | NA | | | | | | NA | | |
Silex Systems Limited
|
| | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | |
Lightbridge Corporation
|
| | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | |
BWX Technologies, Inc.
|
| | | | 2.84 | | | | | | 2.68 | | | | | | 2.62 | | | | | | 2.49 | | |
NuScale Power Corporation
|
| | | | 5.28 | | | | | | 2.13 | | | | | | 0.84 | | | | | | 0.43 | | |
Bloom Energy Corporation
|
| | | | 3.38 | | | | | | 2.51 | | | | | | 1.90 | | | | | | 1.41 | | |
Array Technologies, Inc.
|
| | | | 2.24 | | | | | | 1.92 | | | | | | 1.55 | | | | | | NA | | |
Canadian Solar
|
| | | | 0.44 | | | | | | 0.41 | | | | | | 0.38 | | | | | | 0.37 | | |
First Solar
|
| | | | 4.72 | | | | | | 3.56 | | | | | | 2.94 | | | | | | 2.61 | | |
JinkoSolar | | | | | 0.69 | | | | | | 0.63 | | | | | | 0.61 | | | | | | NA | | |
Ormat Technologies, Inc.
|
| | | | 8.19 | | | | | | 7.27 | | | | | | 6.66 | | | | | | 6.13 | | |
Shoals Technologies Group
|
| | | | 9.94 | | | | | | 7.07 | | | | | | 5.50 | | | | | | 4.51 | | |
TPI Composites, Inc.
|
| | | | 0.48 | | | | | | 0.39 | | | | | | 0.36 | | | | | | NA | | |
| | |
Indicated EV / EBITDA Forward Multiples
|
| |||||||||||||||||||||
Centrus Energy Corp.
|
| | | | 9.98 | | | | | | 11.08 | | | | | | 9.57 | | | | | | NA | | |
Graham Corporation
|
| | | | 17.54 | | | | | | NA | | | | | | NA | | | | | | NA | | |
Mirion Technologies, Inc.
|
| | | | 11.09 | | | | | | 9.62 | | | | | | NA | | | | | | NA | | |
Silex Systems Limited
|
| | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | |
Lightbridge Corporation
|
| | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | |
BWX Technologies, Inc.
|
| | | | 14.12 | | | | | | 13.21 | | | | | | 12.41 | | | | | | 11.45 | | |
NuScale Power Corporation
|
| | | | NA | | | | | | NA | | | | | | 6.50 | | | | | | 2.25 | | |
Bloom Energy Corporation
|
| | | | 34.12 | | | | | | 18.44 | | | | | | 12.46 | | | | | | 13.53 | | |
Array Technologies, Inc.
|
| | | | 15.38 | | | | | | 11.85 | | | | | | 9.70 | | | | | | NA | | |
Canadian Solar
|
| | | | 5.05 | | | | | | 4.12 | | | | | | 3.78 | | | | | | 3.36 | | |
First Solar
|
| | | | 23.22 | | | | | | 11.84 | | | | | | 8.10 | | | | | | 7.83 | | |
JinkoSolar | | | | | 10.12 | | | | | | 8.59 | | | | | | 7.83 | | | | | | NA | | |
Ormat Technologies, Inc.
|
| | | | 13.69 | | | | | | 12.21 | | | | | | 11.22 | | | | | | 10.61 | | |
Shoals Technologies Group
|
| | | | 32.16 | | | | | | 21.03 | | | | | | 16.03 | | | | | | 12.81 | | |
TPI Composites, Inc.
|
| | | | 12.92 | | | | | | 6.89 | | | | | | 4.62 | | | | | | NA | | |
Name
|
| |
Position
|
|
Kamal Ghaffarian | | | Chairman | |
J. Clay Sell | | | Chief Executive Officer and Director | |
Mark J. Mize | | |
Senior Vice President and Chief Financial Officer
|
|
George Vanderheyden | | | Senior Vice President and Chief Nuclear Officer | |
Steve L. Miller | | | Senior Vice President and General Counsel | |
Harlan Bowers | | | President | |
Peter Pappano | | | President of TRISO-X | |
Wallis Fournier | | | Vice President and Chief Human Capital Officer | |
Sources
|
| |
Uses
|
| ||||||||||||
| | |
($ in millions)
|
| | | | |
($ in millions)
|
| ||||||
AAC’s Cash-in-Trust(1)
|
| | | $ | 1,000 | | | |
X-energy Equity Rollover
|
| | | $ | 2,000 | | |
Series C-2 Investment
|
| | | | 75 | | | |
Cash to Balance Sheet
|
| | | | 1,040 | | |
PIPE Investment
|
| | | | 45 | | | |
Estimated Transaction Fees
|
| | | | 80 | | |
X-energy Equity Rollover
|
| | | | 2,000 | | | | | | | | | | | |
Total sources
|
| | | $ | 3,120 | | | |
Total uses
|
| | | $ | 3,120 | | |
Sources
|
| |
Uses
|
| ||||||||||||
| | |
($ in millions)
|
| | | | |
($ in millions)
|
| ||||||
AAC’s Cash-in-Trust(1)
|
| | | $ | 0 | | | |
X-energy Equity Rollover
|
| | | $ | 2,000 | | |
Series C-2 Investment
|
| | | | 75 | | | |
Cash to Balance Sheet
|
| | | | 52 | | |
PIPE Investment
|
| | | | 45 | | | |
Estimated Transaction Fees
|
| | | | 68 | | |
X-energy Equity Rollover
|
| | | | 2,000 | | | | | | | | | | | |
Total sources
|
| | | $ | 2,120 | | | |
Total uses
|
| | | $ | 2,120 | | |
Provision
|
| |
Delaware
|
| |
Cayman Islands
|
|
Applicable legislation
|
| | General Corporation Law of the State of Delaware | | | The Companies Act (As Revised) of the Cayman Islands | |
General Vote Required for Combinations with Interested Stockholders/Shareholders
|
| | Generally, a corporation may not engage in a business combination with an interested stockholder for a period of three years after the time of the transaction in which the person became an interested stockholder, unless the corporation opts out of the statutory provision. | | | No similar provision | |
Appraisal Rights
|
| | Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. Stockholders of a publicly traded corporation do, however, generally have appraisal rights in connection with a merger if they are required by the terms of a merger agreement to accept for their shares anything except: (a) shares or depository receipts of the corporation surviving or resulting from such merger; (b) shares of stock or depository receipts that will be either listed on a national securities exchange or held of record by more than 2,000 holders; (c) cash in lieu of | | | Under the Companies Act, minority shareholders that dissent to a merger are entitled to be paid the fair market value of their shares, which, if necessary, may ultimately be determined by the courts of the Cayman Islands. | |
Provision
|
| |
Delaware
|
| |
Cayman Islands
|
|
| | | fractional shares or fractional depository receipts described in (a) and (b) above; or (d) any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in (a), (b) and (c) above. | | | | |
Requirements for Stockholder/Shareholder Approval
|
| | Subject to the certificate of incorporation, stockholder approval of mergers, a sale of all or substantially all the assets of the corporation, dissolution and amendments of constitutional documents require a majority of outstanding shares; most other stockholder approvals require a majority of those present and voting, provided a quorum is present. | | | Subject to the articles of association, matters which require shareholder approval, whether under Cayman Islands statute or the company’s articles of association, are determined (subject to quorum requirements, the Companies Act, applicable law and the relevant articles of association) by ordinary resolution, being the approval of the holders of a majority of the shares, who, being present in person, virtually or proxy and entitled to vote, vote at the meeting of shareholders or by “special resolution” (such as the amendment of the company’s constitutional documents), being the approval of the holders of a majority of at least two-thirds of the shares who, being present in person, virtually or by proxy and entitled to vote, vote at the meeting of shareholders. | |
Requirement for Quorum
|
| | Quorum is a majority of shares entitled to vote at the meeting unless otherwise set in the constitutional documents, but cannot be less than one-third of shares entitled to vote at the meeting. | | | Quorum is set in the company’s memorandum and articles of association. | |
Stockholder/Shareholder Consent to Action Without Meeting
|
| | Unless otherwise provided in the certificate of incorporation, stockholders may act by written consent. | | | Shareholder action by written resolutions (whether unanimous or otherwise) may be permitted by the articles of association. The articles of association may provide that shareholders may not act by written resolutions. | |
Inspection of Books and Records
|
| | Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | | | Shareholders generally do not have any rights to inspect or obtain copies of the register of members or other corporate records of a company. | |
Provision
|
| |
Delaware
|
| |
Cayman Islands
|
|
Stockholder/Shareholder Lawsuits
|
| | A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per the Advisory Organizational Documents Proposal). | | | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company only in certain limited circumstances. | |
Removal of Directors
|
| | Any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows: (1) unless the certificate of incorporation otherwise provides, in the case of a corporation with a classified board, stockholders may effect such removal only for cause; or (2) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board. However, because the New X-energy Board will be classified after the Closing, pursuant to the Proposed Certificate of Incorporation, a director may be removed from office only for cause and only by the affirmative vote of at least 662∕3% of the total voting power of the outstanding shares of capital stock of the corporation entitled to vote in any annual election of directors or class of directors, voting together as a single class. | | | A company’s memorandum and articles of association may provide that a director may be removed for any or no reason and that, in addition to shareholders, boards may be granted the power to remove a director. | |
Number of Directors
|
| | The number of directors is fixed by the by-laws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate of incorporation. The by-laws may provide that the board may increase the size of the board and fill any vacancies. | | | Subject to the memorandum and articles of association, the board may increase the size of the board and fill any vacancies. | |
Classified or Staggered Boards
|
| | Classified boards are permitted. | | | Classified boards are permitted. | |
Provision
|
| |
Delaware
|
| |
Cayman Islands
|
|
Fiduciary Duties of Directors
|
| | Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. | | |
A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole.
In addition to fiduciary duties, directors owe a duty of care, diligence and skill.
Such duties are owed to the company but may be owed directly to creditors or shareholders in certain limited circumstances.
|
|
Indemnification of Directors and Officers
|
| | A corporation is generally permitted to indemnify any person who was or is a party to any proceeding because such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawful. If the action was brought by or on behalf of the corporation, no indemnification is made when a person is adjudged liable to the corporation unless a court determines such person is fairly and reasonably entitled to indemnity for expenses the court deems proper. | | | A Cayman Islands exempted company generally may indemnify its directors or officers, except with regard to fraud or willful default. | |
Limited Liability of Directors and Officers
|
| | Permits the limiting or eliminating of the monetary liability of a director or officer to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful stock repurchases or dividends, or improper personal benefit. | | | Liability of directors may be limited, except with regard to their own fraud or willful default. | |
| | | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
|
Authorized Shares
(Advisory Organizational Documents Proposal 6A) |
| |
The Cayman Constitutional Documents authorize 331,000,000 AAC shares, consisting of 300,000,000 AAC Class A Ordinary Shares, 30,000,000 AAC Class B Ordinary Shares and 1,000,000 preference shares.
See paragraph 5 of the Existing Memorandum.
|
| |
The Proposed Certificate of Incorporation authorizes shares of New X-energy Class A Common Stock, (B) shares of New X-energy Class B Common Stock, (C) shares of New X-energy Class C Common Stock and (D) shares of New X-energy Preferred Stock, each with a par value of $0.0001 per share.
See Section 4.1 of the Proposed Certificate of Incorporation.
|
|
| | | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
|
Multiple Class Common Stock Structure
(Advisory Organizational Documents Proposal 6B) |
| |
The Cayman Constitutional Documents authorize each holder to have one vote for every share held.
See Article 23 of the Cayman Constitutional Documents.
|
| |
The Proposed Organizational Documents 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 and New X-energy Class D Common Stock will be entitled to ten votes per share.
See Section 4.4 of the Proposed Certificate of Incorporation.
|
|
|
Sunset Provision for New X-energy Class C Common Stock
(Advisory Organizational Documents Proposal 6C) |
| | The Cayman Constitutional Documents do not contain a sunset provision providing for the automatic conversion of shares into a different class. | | |
The Proposed Organizational Documents include 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 upon the earliest to occur of (i) the date that is ten years from the effectiveness of the Proposed Organizational Documents and (ii) the first date when the Permitted Class C Owners and Class D Owners (as defined in the Proposed Organizational Documents) 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 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.
See Section 4.5(c) of the Proposed Certificate of Incorporation.
|
|
|
Exclusive Forum Provision
(Advisory Organizational Documents Proposal 6D) |
| | The Cayman Constitutional Documents do not contain a provision adopting an exclusive | | | The Proposed Organizational Documents adopt (a) Delaware as the exclusive forum for certain | |
| | | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
| | | | forum for certain shareholder litigation. | | |
stockholder litigation and (b) the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
These provisions are inapplicable to claims seeking to enforce any liability or duty created by the Exchange Act; and any other claim for which the U.S. federal courts have exclusive jurisdiction.
See Article XII of the Proposed Certificate of Incorporation.
|
|
|
Adoption of Supermajority Vote Requirement to Amend the Proposed Organizational Documents
(Advisory Organizational Documents Proposal 6E) |
| |
The Cayman Constitutional Documents provide that amendments may be made by a special resolution under Cayman Islands law, being the affirmative vote of 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 an extraordinary general meeting and who vote at the extraordinary general meeting.
See Article 18.3 of the Cayman Constitutional Documents.
|
| |
The Proposed Certificate of Incorporation requires the affirmative vote of at least two-thirds of the voting power of the outstanding shares 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 requires 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.
See Article IX of the Proposed Certificate of Incorporation.
The Proposed Certificate of Incorporation permits New X-energy Board to amend, alter, change or repeal the Proposed By-laws without the consent or vote of the stockholders of New X-energy.
See Article VI of the Proposed Certificate of Incorporation.
The Proposed By-laws adopt provisions permitting holders of outstanding shares of capital stock to adopt, amend or repeal the Proposed By-laws, provided they receive the affirmative vote of at least two-thirds of the voting power.
See Article X of the Proposed By-laws.
|
|
| | | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
|
Removal of Directors
(Advisory Organizational Documents Proposal 6F) |
| |
The Cayman Constitutional Documents provide that prior to the closing of a business combination, shareholders may remove any director by an ordinary resolution of the holders of the AAC Class B Ordinary Shares, being the affirmative vote of holders of a simple majority of the AAC Class B Ordinary Shares represented in person, virtually or by proxy and entitled to vote at a general meeting and who vote at the general meeting.
See Articles 29.1 of the Cayman Constitutional Documents.
|
| |
The Proposed Organizational Documents 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.
See Section 7.5 of the Proposed Certificate of Incorporation.
|
|
|
Action by Written Consent of Stockholders
(Advisory Organizational Documents Proposal 6G) |
| |
The Cayman Constitutional Documents permit shareholders to approve matters by unanimous written resolution of all of the shareholders entitled to receive notice of and to attend and vote at general meetings.
See Article 22.3 of the Cayman Constitutional Documents.
|
| |
The Proposed Organizational Documents 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 stockholders 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.
See Section 8.1 of the Proposed Certificate of Incorporation.
|
|
Economic shares:
Class A and Class D Common Stock(1) |
| |
Assuming No Redemptions
|
| |
Assuming Maximum
Redemptions(2) |
| ||||||||||||||||||||||||||||||
| | |
$
|
| |
Shares
|
| |
%*
|
| |
$
|
| |
Shares
|
| |
%*
|
| ||||||||||||||||||
Public Shareholders – Class A
|
| | | | 1,000,000,000 | | | | | | 100,000,000 | | | | | | 68.3% | | | | | | — | | | | | | — | | | | | | — | | |
Sponsor – Class A
|
| | | | 125,000,000 | | | | | | 12,500,000 | | | | | | 8.5% | | | | | | 33,625,000 | | | | | | 3,362,500 | | | | | | 9.0% | | |
X-energy Members – Class A
|
| | | | 176,206,940 | | | | | | 17,620,694 | | | | | | 12.0% | | | | | | 176,206,940 | | | | | | 17,620,694 | | | | | | 47.3% | | |
Series C-2 – Class A(3) | | | | | 97,471,850 | | | | | | 9,747,185 | | | | | | 6.7% | | | | | | 97,471,850 | | | | | | 9,747,185 | | | | | | 26.2% | | |
X-energy Founder – Class D
|
| | | | 65,000,000 | | | | | | 6,500,000 | | | | | | 4.4% | | | | | | 65,000,000 | | | | | | 6,500,000 | | | | | | 17.5% | | |
Total Shares
|
| | | | 1,463,678,790 | | | | | | 146,367,879 | | | | | | 100.0% | | | | | | 372,303,790 | | | | | | 37,230,379 | | | | | | 100.0% | | |
Other instruments:
Equityholder |
| |
Shares
|
| |
Class / Instrument
|
| |||
PIPE Investor
|
| | | | 45,000 | | | |
Series A Preferred Stock
|
|
X-energy Members(1)
|
| | | | 19,541,766 | | | |
Class B Common Stock
|
|
X-energy Founder(1)
|
| | | | 154,090,365 | | | |
Class C Common Stock
|
|
Public Shareholders
|
| | | | 20,000,000 | | | |
Public Warrants
|
|
Sponsor
|
| | | | 15,333,333(2) | | | |
Private Placement Warrants
|
|
OPG
|
| | | | 444,444(3) | | | |
Warrants
|
|
X-energy Members(1)
|
| | | | 25,000,000 | | | |
Earn Out Units
|
|
Sponsor
|
| | | | 12,500,000(4) | | | |
Earn Out Securities
|
|
| | |
X-energy
Historical |
| |
AAC
Historical |
| |
Transaction
Adjustments Assuming No Redemptions |
| | | | | | | |
Pro Forma
Combined Assuming No Redemptions |
| |
Transaction
Adjustments Assuming Maximum Redemptions |
| | | | | | | |
Pro Forma
Combined Assuming Maximum Redemptions |
| ||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 12,834 | | | | | $ | 143 | | | | | $ | 1,005,094 | | | | | | (A) | | | | | $ | 1,058,071 | | | | | $ | (1,005,094) | | | | | | (M) | | | | | $ | 64,477 | | |
| | | | | | | | | | | | | | | | | 45,000 | | | | | | (B) | | | | | | | | | | | | 11,500 | | | | | | (O) | | | | | | | | |
| | | | | | | | | | | | | | | | | (80,000) | | | | | | (C) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 75,000 | | | | | | (G) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | 7,696 | | | | | | — | | | | | | | | | | | | | | | | | | 7,696 | | | | | | | | | | | | | | | | | | 7,696 | | |
Unbilled receivables
|
| | | | 33,691 | | | | | | — | | | | | | | | | | | | | | | | | | 33,691 | | | | | | | | | | | | | | | | | | 33,691 | | |
Prepaid and other current assets
|
| | | | 1,825 | | | | | | — | | | | | | | | | | | | | | | | | | 1,825 | | | | | | | | | | | | | | | | | | 1,825 | | |
Due from related parties
|
| | | | 498 | | | | | | — | | | | | | | | | | | | | | | | | | 498 | | | | | | | | | | | | | | | | | | 498 | | |
Deferred financing costs
|
| | | | 1,084 | | | | | | 207 | | | | | | | | | | | | | | | | | | 1,291 | | | | | | | | | | | | | | | | | | 1,291 | | |
Total current assets
|
| | | | 57,628 | | | | | | 350 | | | | | | 1,045,094 | | | | | | | | | | | | 1,103,072 | | | | | | (993,594) | | | | | | | | | | | | 109,478 | | |
Noncurrent assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | 548 | | | | | | — | | | | | | | | | | | | | | | | | | 548 | | | | | | | | | | | | | | | | | | 548 | | |
Operating lease right of use assets
|
| | | | 3,995 | | | | | | — | | | | | | | | | | | | | | | | | | 3,995 | | | | | | | | | | | | | | | | | | 3,995 | | |
Marketable securities held in Trust Account
|
| | | | — | | | | | | 1,005,094 | | | | | | (1,005,094) | | | | | | (A) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Total noncurrent assets
|
| | | | 4,543 | | | | | | 1,005,094 | | | | | | (1,005,094) | | | | | | | | | | | | 4,543 | | | | | | — | | | | | | | | | | | | 4,543 | | |
Total assets
|
| | | $ | 62,171 | | | | | $ | 1,005,444 | | | | | $ | 40,000 | | | | | | | | | | | $ | 1,107,615 | | | | | $ | (993,594) | | | | | | | | | | | $ | 114,021 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Short-term borrowings
|
| | | $ | 43,161 | | | | | $ | — | | | | | $ | (7,219) | | | | | | (G) | | | | | $ | 35,942 | | | | | $ | | | | | | | | | | | | $ | 35,942 | | |
Accounts payable
|
| | | | 1,100 | | | | | | — | | | | | | | | | | | | | | | | | | 1,100 | | | | | | | | | | | | | | | | | | 1,100 | | |
Accrued liabilities
|
| | | | 21,928 | | | | | | 2,307 | | | | | | | | | | | | | | | | | | 24,235 | | | | | | | | | | | | | | | | | | 24,235 | | |
Due to related parties
|
| | | | 12,196 | | | | | | 67 | | | | | | | | | | | | | | | | | | 12,263 | | | | | | | | | | | | | | | | | | 12,263 | | |
Working capital loan
|
| | | | — | | | | | | 1,500 | | | | | | | | | | | | | | | | | | 1,500 | | | | | | | | | | | | | | | | | | 1,500 | | |
Total current liabilities
|
| | |
|
78,385
|
| | | |
|
3,874
|
| | | |
|
(7,219)
|
| | | | | | | | | |
|
75,040
|
| | | |
|
—
|
| | | | | | | | | |
|
75,040
|
| |
Noncurrent liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Contract liabilities, non-current
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Long-term debt
|
| | | | 37,350 | | | | | | — | | | | | | | | | | | | | | | | | | 37,350 | | | | | | | | | | | | | | | | | | 37,350 | | |
Long-term operating lease liability – related party
|
| | | | 1,730 | | | | | | — | | | | | | | | | | | | | | | | | | 1,730 | | | | | | | | | | | | | | | | | | 1,730 | | |
Warrant liabilities
|
| | | | 2,155 | | | | | | 4,064 | | | | | | 4,518 | | | | | | (F) | | | | | | 11,246 | | | | | | (5,067) | | | | | | (N) | | | | | | 6,179 | | |
| | | | | | | | | | | | | | | | | (2,155) | | | | | | (J) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2,664 | | | | | | (K) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnout liabilities
|
| | | | — | | | | | | — | | | | | | 100,938 | | | | | | (F) | | | | | | 302,813 | | | | | | (73,786) | | | | | | (N) | | | | | | 229,027 | | |
| | | | | | | | | | | | | | | | | 201,875 | | | | | | (H) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred underwriting fee
|
| | | | — | | | | | | 35,000 | | | | | | (35,000) | | | | | | (C) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Total noncurrent liabilities
|
| | | | 41,235 | | | | | | 39,064 | | | | | | 272,840 | | | | | | | | | | | | 353,139 | | | | | | (78,853) | | | | | | | | | | | | 274,286 | | |
Total liabilities
|
| | | | 119,620 | | | | | | 42,938 | | | | | | 265,621 | | | | | | | | | | | | 428,179 | | | | | | (78,853) | | | | | | | | | | | | 349,326 | | |
Common stock subject to possible redemption
|
| | | | — | | | | | | 1,004,994 | | | | | | (1,004,994) | | | | | | (D) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Series A convertible preferred units
|
| | | | 218,408 | | | | | | — | | | | | | (218,408) | | | | | | (E) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Series B convertible preferred units
|
| | | | 101,382 | | | | | | — | | | | | | (101,382) | | | | | | (E) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Non-controlling interests
|
| | | | — | | | | | | — | | | | | | 368,662 | | | | | | (L) | | | | | | 368,662 | | | | | | (562,421) | | | | | | (L) | | | | | | (193,759) | | |
Preferred Stock
|
| | | | — | | | | | | — | | | | | | 45,000 | | | | | | (B) | | | | | | 45,000 | | | | | | | | | | | | | | | | | | 45,000 | | |
Total mezzanine equity
|
| | | | 319,790 | | | | | | 1,004,994 | | | | | | (911,122) | | | | | | | | | | | | 413,662 | | | | | | (562,421) | | | | | | | | | | | | (148,759) | | |
Shareholders’ equity / Members’ deficit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock
|
| | | | — | | | | | | — | | | | | | 10 | | | | | | (D) | | | | | | 14 | | | | | | (10) | | | | | | (M) | | | | | | 3 | | |
| | | | | | | | | | | | | | | | | 2 | | | | | | (E) | | | | | | | | | | | | (1) | | | | | | (N) | | | | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | | | | (F) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | | | | (G) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Members’ equity
|
| | | | 1,800 | | | | | | — | | | | | | (1,800) | | | | | | (E) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Class B common stock
|
| | | | — | | | | | | 2 | | | | | | 2 | | | | | | (E) | | | | | | 2 | | | | | | | | | | | | | | | | | | 2 | | |
| | | | | | | | | | | | | | | | | (2) | | | | | | (F) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class C common stock
|
| | | | — | | | | | | — | | | | | | 15 | | | | | | (E) | | | | | | 15 | | | | | | | | | | | | | | | | | | 15 | | |
Class D common stock
|
| | | | — | | | | | | — | | | | | | 1 | | | | | | (E) | | | | | | 1 | | | | | | | | | | | | | | | | | | 1 | | |
Additional paid in capital
|
| | | | 3,570 | | | | | | — | | | | | | (40,000) | | | | | | (C) | | | | | | 976,445 | | | | | | (1,005,084) | | | | | | (M) | | | | | | 545,283 | | |
| | | | | | | | | | | | | | | | | 1,004,984 | | | | | | (D) | | | | | | | | | | | | 562,421 | | | | | | (L) | | | | | | | | |
| | | | | | | | | | | | | | | | | 321,570 | | | | | | (E) | | | | | | | | | | | | 1 | | | | | | (N) | | | | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | | | | (F) | | | | | | | | | | | | 11,500 | | | | | | (O) | | | | | | | | |
| | | | | | | | | | | | | | | | | 97,472 | | | | | | (G) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (42,490) | | | | | | (I) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (368,662) | | | | | | (L) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Retained earnings/(accumulated deficit)
|
| | | | (382,794) | | | | | | (42,490) | | | | | | (5,000) | | | | | | (C) | | | | | | (710,888) | | | | | | 78,853 | | | | | | (N) | | | | | | (632,035) | | |
| | | | | | | | | | | | | | | | | (105,456) | | | | | | (F) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (15,254) | | | | | | (G) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (201,875) | | | | | | (H) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 42,490 | | | | | | (I) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2,155 | | | | | | (J) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (2,664) | | | | | | (K) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated Other Comprehensive Income (Loss)
|
| | | | 185 | | | | | | — | | | | | | | | | | | | | | | | | | 185 | | | | | | | | | | | | | | | | | | 185 | | |
Total shareholders’ equity / members’ deficit
|
| | | | (377,239) | | | | | | (42,488) | | | | | | 685,501 | | | | | | | | | | | | 265,774 | | | | | | (352,320) | | | | | | | | | | | | (86,546) | | |
Total liabilities and shareholders’ equity / members’ deficit
|
| | | $ | 62,171 | | | | | $ | 1,005,444 | | | | | $ | 40,000 | | | | | | | | | | | $ | 1,107,615 | | | | | $ | (993,594) | | | | | | | | | | | $ | 114,021 | | |
| | |
X-energy
Historical |
| |
AAC
Historical |
| |
Transaction
Adjustments Assuming No Redemptions |
| | | | | | | |
Pro Forma
Combined Assuming No Redemptions |
| |
Transaction
Adjustments Assuming Maximum Redemptions |
| | | | | | | |
Pro Forma
Combined Assuming Maximum Redemptions |
| ||||||||||||||||||
Revenues
|
| | | $ | 82,490 | | | | | $ | — | | | | | $ | | | | | | | | | | | | $ | 82,490 | | | | | $ | | | | | | | | | | | | $ | 82,490 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct costs
|
| | | | 112,003 | | | | | | — | | | | | | | | | | | | | | | | | | 112,003 | | | | | | | | | | | | | | | | | | 112,003 | | |
Selling, general and administrative
|
| | | | 39,976 | | | | | | 1,286 | | | | | | | | | | | | | | | | | | 41,262 | | | | | | | | | | | | | | | | | | 41,262 | | |
Research and development
|
| | | | 1,780 | | | | | | — | | | | | | | | | | | | | | | | | | 1,780 | | | | | | | | | | | | | | | | | | 1,780 | | |
Total operating expenses
|
| | | | 153,759 | | | | | | 1,286 | | | | | | — | | | | | | | | | | | | 155,045 | | | | | | — | | | | | | | | | | | | 155,045 | | |
Operating loss
|
| | | | (71,269) | | | | | | (1,286) | | | | | | — | | | | | | | | | | | | (72,555) | | | | | | — | | | | | | | | | | | | (72,555) | | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | (3,605) | | | | | | — | | | | | | | | | | | | | | | | | | (3,605) | | | | | | | | | | | | | | | | | | (3,605) | | |
Investment income on investments held in Trust Account
|
| | | | — | | | | | | 4,809 | | | | | | (4,809) | | | | | | (AA) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Other income (expense), net
|
| | | | 2,603 | | | | | | — | | | | | | (2,417) | | | | | | (BB) | | | | | | 183 | | | | | | | | | | | | | | | | | | 183 | | |
| | | | | | | | | | | | | | | | | (3) | | | | | | (CC) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Changes in fair value of warrant liabilities
|
| | | | — | | | | | | 27,640 | | | | | | | | | | | | | | | | | | 27,640 | | | | | | | | | | | | | | | | | | 27,640 | | |
Total other income (expense), net
|
| | | | (1,002) | | | | | | 32,449 | | | | | | (7,229) | | | | | | | | | | | | 24,218 | | | | | | — | | | | | | | | | | | | 24,218 | | |
Net income (loss) before provision for
income taxes |
| | | | (72,271) | | | | | | 31,163 | | | | | | (7,229) | | | | | | | | | | | | (48,337) | | | | | | — | | | | | | | | | | | | (48,337) | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net income (loss)
|
| | | $ | (72,271) | | | | | $ | 31,163 | | | | | $ | (7,229) | | | | | | | | | | | $ | (48,337) | | | | | $ | — | | | | | | | | | | | $ | (48,337) | | |
Net income (loss) attributable to non-controlling interests, net of
tax |
| | | | — | | | | | | — | | | | | | (26,228) | | | | | | (DD) | | | | | | (26,228) | | | | | | (13,575) | | | | | | (DD) | | | | | | (39,803) | | |
Net income (loss) attributable to common stockholders
|
| | | $ | (72,271) | | | | | $ | 31,163 | | | | | $ | 18,999 | | | | | | | | | | | $ | (22,109) | | | | | $ | 13,575 | | | | | | | | | | | $ | (8,534) | | |
Weighted average shares outstanding of redeemable Class A common stock
|
| | | | | | | | | | 100,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share,
redeemable Class A common stock |
| | | | | | | | | | 0.25 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class B non-redeemable common stock
|
| | | | | | | | | | 25,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share,
Class B non-redeemable common stock |
| | | | | | | | | | 0.25 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma weighted average shares
outstanding of Class A common stock |
| | | | 3,128,026 | | | | | | | | | | | | | | | | | | | | | | | | 146,367,879 | | | | | | | | | | | | | | | | | | 37,230,379 | | |
Pro forma basic and diluted net loss
per share, Class A common stock |
| | | | (23.10) | | | | | | | | | | | | | | | | | | | | | | | | (0.15) | | | | | | | | | | | | | | | | | | (0.23) | | |
| | |
Year Ended
December 31, 2021 |
| |
Year Ended
December 31, 2021 |
| |
Transaction
Adjustments Assuming No Redemptions |
| | | | | | | |
Pro Forma
Combined Assuming No Redemptions |
| |
Transaction
Adjustments Assuming Maximum Redemptions |
| | | | | | | |
Pro Forma
Combined Assuming Maximum Redemptions |
| ||||||||||||||||||
| | |
X-energy
Historical |
| |
AAC
Historical |
| ||||||||||||||||||||||||||||||||||||||||||
Revenues
|
| | | $ | 76,984 | | | | | $ | — | | | | | $ | | | | | | | | | | | | $ | 76,984 | | | | | $ | | | | | | | | | | | | $ | 76,984 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct costs
|
| | | | 107,520 | | | | | | — | | | | | | | | | | | | | | | | | | 107,520 | | | | | | | | | | | | | | | | | | 107,520 | | |
General and administrative
|
| | | | 29,020 | | | | | | 6,462 | | | | | | | | | | | | | | | | | | 35,482 | | | | | | | | | | | | | | | | | | 35,482 | | |
Research and development
|
| | | | 1,238 | | | | | | — | | | | | | | | | | | | | | | | | | 1,238 | | | | | | | | | | | | | | | | | | 1,238 | | |
Total operating expenses
|
| | | | 137,778 | | | | | | 6,462 | | | | | | — | | | | | | | | | | | | 144,240 | | | | | | — | | | | | | | | | | | | 144,240 | | |
Operating loss
|
| | | | (60,794) | | | | | | (6,462) | | | | | | — | | | | | | | | | | | | (67,256) | | | | | | — | | | | | | | | | | | | (67,256) | | |
Other income (expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | (2,455) | | | | | | — | | | | | | | | | | | | | | | | | | (2,455) | | | | | | | | | | | | | | | | | | (2,455) | | |
Investment income on investments held in Trust Account
|
| | | | — | | | | | | 285 | | | | | | (285) | | | | | | (AA) | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Offering costs associated with warrants recorded as liabilities
|
| | | | — | | | | | | (1,678) | | | | | | | | | | | | | | | | | | (1,678) | | | | | | | | | | | | | | | | | | (1,678) | | |
Other income (expense), net
|
| | | | (812) | | | | | | — | | | | | | 308 | | | | | | (BB) | | | | | | (20,758) | | | | | | | | | | | | | | | | | | (20,758) | | |
| | | | | | | | | | | | | | | | | (5,000) | | | | | | (EE) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (15,254) | | | | | | (FF) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Changes in fair value of warrant liabilities
|
| | | | — | | | | | | 23,703 | | | | | | | | | | | | | | | | | | 23,703 | | | | | | | | | | | | | | | | | | 23,703 | | |
Total other expense, net
|
| | | | (3,267) | | | | | | 22,310 | | | | | | (20,231) | | | | | | | | | | | | (1,188) | | | | | | — | | | | | | | | | | | | (1,188) | | |
Net income (loss) before provision for
income taxes |
| | | | (64,061) | | | | | | 15,848 | | | | | | (20,231) | | | | | | | | | | | | (68,444) | | | | | | — | | | | | | | | | | | | (68,444) | | |
(Provision for)/Benefit from income
taxes |
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Net income (loss)
|
| | | $ | (64,061) | | | | | $ | 15,848 | | | | | $ | (20,231) | | | | | | | | | | | $ | (68,444) | | | | | $ | — | | | | | | | | | | | $ | (68,444) | | |
Net income (loss) attributable to non-controlling interests, net of tax
|
| | | | — | | | | | | — | | | | | | (37,138) | | | | | | (DD) | | | | | | (37,138) | | | | | | (19,222) | | | | | | (DD) | | | | | | (56,360) | | |
Net income (loss) attributable to common stockholders
|
| | | $ | (64,061) | | | | | $ | 15,848 | | | | | $ | 16,907 | | | | | | | | | | | $ | (31,306) | | | | | $ | 19,222 | | | | | | | | | | | $ | (12,084) | | |
Weighted average shares outstanding
of redeemable Class A common stock |
| | | | | | | | | | 100,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share,
redeemable Class A common stock |
| | | | | | | | | | 0.13 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding
of Class B non-redeemable common stock |
| | | | | | | | | | 25,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share,
Class B non-redeemable common stock |
| | | | | | | | | | 0.13 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma weighted average shares outstanding of Class A common
stock |
| | | | 53,530,750 | | | | | | | | | | | | | | | | | | | | | | | | 146,367,879 | | | | | | | | | | | | | | | | | | 37,230,379 | | |
Pro forma basic and diluted net loss
per share, Class A common stock |
| | | | (1.20) | | | | | | | | | | | | | | | | | | | | | | | | (0.21) | | | | | | | | | | | | | | | | | | (0.32) | | |
| | |
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions
|
| ||||||||||||||||||
| | |
Units
|
| |
%
|
| |
Units
|
| |
%
|
| ||||||||||||
New X-energy
|
| | | | 146,367,879 | | | | | | 45.7% | | | | | | 37,230,379 | | | | | | 17.7% | | |
Other X-energy OpCo Common Units
|
| | | | 173,632,131 | | | | | | 54.3% | | | | | | 173,632,131 | | | | | | 82.3% | | |
Total Common Units
|
| | | | 320,000,010 | | | | | | 100.0% | | | | | | 210,862,510 | | | | | | 100.0% | | |
| | |
Nine Months Ended
September 30, 2022 |
| |
Year Ended
December 31, 2021 |
| ||||||||||||||||||
(in thousands, except share and per share data)
|
| |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
Net loss attributable to common stockholders
|
| | | $ | (22,109) | | | | | $ | (8,534) | | | | | $ | (31,306) | | | | | $ | (12,084) | | |
Weighted average shares outstanding – basic and diluted(1)
|
| | | | 146,367,879 | | | | | | 37,230,379 | | | | | | 146,367,879 | | | | | | 37,230,379 | | |
Loss per share(1)
|
| | | $ | (0.15) | | | | | $ | (0.23) | | | | | $ | (0.21) | | | | | $ | (0.32) | | |
Weighted average preferred shares outstanding(2)
|
| | | | 45,000 | | | | | | 45,000 | | | | | | 45,000 | | | | | | 45,000 | | |
| | |
Nine months ended
September 30, 2022 |
| |
Year ended
December 31, 2021 |
| ||||||||||||||||||
| | |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
X-energy Members – Class B Common Stock
|
| | | | 19,541,766 | | | | | | 19,541,766 | | | | | | 19,541,766 | | | | | | 19,541,766 | | |
X-energy Founder – Class C Common Stock
|
| | | | 154,090,365 | | | | | | 154,090,365 | | | | | | 154,090,365 | | | | | | 154,090,365 | | |
Public Shareholders – Warrants
|
| | | | 20,000,000 | | | | | | 20,000,000 | | | | | | 20,000,000 | | | | | | 20,000,000 | | |
Sponsor – Private Placement Warrants(1)
|
| | | | 15,333,333 | | | | | | 4,124,667 | | | | | | 15,333,333 | | | | | | 4,124,667 | | |
OPG – Warrants
|
| | | | 444,444 | | | | | | 444,444 | | | | | | 444,444 | | | | | | 444,444 | | |
X-energy Members – Earn Out Units
|
| | | | 25,000,000 | | | | | | 25,000,000 | | | | | | 25,000,000 | | | | | | 25,000,000 | | |
Sponsor – Earn Out Securities
|
| | | | 12,500,000 | | | | | | 3,362,500 | | | | | | 12,500,000 | | | | | | 3,362,500 | | |
Name
|
| |
Age
|
| |
Position
|
|
David B. Kaplan | | |
55
|
| | Chief Executive Officer and Co-Chairman | |
Michael J Arougheti | | |
50
|
| | Co-Chairman | |
Jarrod Phillips | | |
45
|
| | Chief Financial Officer | |
Allyson Satin | | |
37
|
| | Chief Operating Officer | |
Peter Ogilvie | | |
40
|
| | Executive Vice President of Strategy | |
Stephen Davis | | |
65
|
| | Director | |
Kathryn Marinello | | |
66
|
| | Director | |
Felicia Thornton | | |
58
|
| | Director | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
David B. Kaplan | | |
Ares Management Corporation(1)
|
| |
Investment Management, Various
|
| |
Director, Co-Founder and Co-Chairman of Private Equity Group
|
|
| | |
New Guitar Center Holdings, Inc.
|
| | Retail | | | Director | |
| | | Number Holdings, Inc. | | | Retail | | | Director | |
| | | CHWR Group GP LLC | | | Restaurant & Hospitality | | | Director | |
| | | MYT Netherlands Parent B.V | | | Retail | | | Director, Interim Chair | |
| | | Cedars-Sinai Medical Center | | | Non-profit | | | Director | |
Michael J Arougheti | | |
Ares Management Corporation(1)
|
| |
Investment Management, Various
|
| |
Director, Co-Founder President, Chief Executive Officer
|
|
| | | Ares Commercial Real Estate Corporation | | | Investment Management | | | Director | |
| | | Ares Capital Corporation | | | Investment Management | | | Co-Chairman | |
| | | Operation HOPE | | | Non-profit | | | Director | |
Jarrod Phillips | | |
Ares Management Corporation(1)
|
| |
Investment Management, Various
|
| | Chief Financial Officer | |
| | | School on Wheels | | | Non-profit | | | Director | |
Allyson Satin | | |
Ares Management Corporation(1)
|
| |
Investment Management, Various
|
| | Partner | |
| | | Number Holdings, Inc. | | | Retail | | | Director | |
Peter Ogilvie | | |
Ares Management Corporation(1)
|
| |
Investment Management, Various
|
| | Partner | |
| | | LightPoint Financial Technology | | | Technology | | | Director | |
| | | Ares Australia Management | | | Investment Management | | | Director | |
Stephen Davis | | | Bill & Melinda Gates Foundation | | | Non-profit | | | Senior Strategic Advisor | |
| | |
World Health Organization
Advisory Group |
| | Agency | | | Member | |
Kathryn Marinello | | | PODS | | | Storage | | | Chief Executive Officer | |
| | | Concentrix Corporation | | | Technology | | | Chairperson; Director | |
| | | AB Volvo | | | Automotive | | | Director | |
Felicia Thornton | | | Number Holdings, Inc. | | | Retail | | | Vice Chairman | |
| | | Floor & Decor Holdings, Inc. | | | Retail | | | Director | |
| | | Convergint Technologies Group, L.P. | | | Technology | | | Director | |
| | | CoolSys, Inc. | | | Service | | | Director | |
| | | PACTIV Evergreen, Inc. | | | Packaging | | | Director | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
After Business Combination
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Before Business Combination
|
| |
No Redemptions
|
| |
Maximum Redemptions
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address
of Beneficial Owner(1) |
| |
Number
of AAC Class A Ordinary Shares |
| |
%
|
| |
Number
of AAC Class B Ordinary Shares(2) |
| |
%
|
| |
Number
of shares of New X-energy Class A Common Stock |
| |
%
|
| |
Number
of shares of New X-energy Class B Common Stock |
| |
%
|
| |
Number
of shares of New X-energy Class C Common Stock |
| |
%
|
| |
Number
of shares of New X-energy Class D Common Stock |
| |
%
|
| |
%
of Total Voting Power |
| |
Number
of shares of New X-energy Class A Common Stock |
| |
%
|
| |
Number
of shares of New X-energy Class B Common Stock |
| |
%
|
| |
Number
of shares of New X-energy Class C Common Stock |
| |
%
|
| |
Number
of shares of New X-energy Class D Common Stock |
| |
%
|
| |
%
of Total Voting Power |
| ||||||||||||||||||
Directors and Executive Officers of
AAC Before the Business Combination |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
David B. Kaplan
|
| | | | — | | | | | | — | | | | | | —(4) | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Michael J Arougheti
|
| | | | — | | | | | | — | | | | | | —(4) | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jarrod Phillips
|
| | | | — | | | | | | — | | | | | | —(4) | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allyson Satin
|
| | | | — | | | | | | — | | | | | | —(4) | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Peter Ogilvie
|
| | | | — | | | | | | — | | | | | | —(4) | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stephen Davis
|
| | | | — | | | | | | — | | | | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | * | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kathryn Marinello
|
| | | | — | | | | | | — | | | | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | * | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Felicia Thornton
|
| | | | — | | | | | | — | | | | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | * | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Directors and Executive Officers as a Group
(8 individuals) |
| | | | | | | | | | | | | | | | 150,000 | | | | | | * | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors and Executive Officers of
New X-energy After the Business Combination |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kamal Ghaffarian
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
J. Clay Sell
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mark J. Mize
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
George Vanderheyden
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Steven L. Miller
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Harlan Bowers
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Peter Pappano
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Wallis Fournier
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Directors and Executive Officers as a Group
( individuals) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ares Acquisition
Holdings LP(3)(4) |
| | | | — | | | | | | — | | | | | | 24,850,000 | | | | | | 99.4% | | | | | | 24,850,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Glazer Capital, LLC(5)
|
| | | | 12,965,873 | | | | | | 12.97% | | | | | | — | | | | | | — | | | | | | 12,965,873 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Aristeia Capital, L.L.C.(6)
|
| | | | 7,081,000 | | | | | | 7.08% | | | | | | — | | | | | | — | | | | | | 7,081,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Nine Months Ended
September 30, |
| | | | | | | | | | | | | |||||||||
($ in thousands)
|
| |
2022
|
| |
2021
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
Revenues
|
| | | $ | 82,490 | | | | | $ | 51,582 | | | | | $ | 30,908 | | | | | | 60% | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct costs
|
| | | | 112,003 | | | | | | 69,983 | | | | | | 42,020 | | | | | | 60 | | |
Selling, general and administrative
|
| | | | 39,976 | | | | | | 17,524 | | | | | | 22,452 | | | | | | 128 | | |
Research and development
|
| | | | 1,780 | | | | | | 937 | | | | | | 843 | | | | | | 90 | | |
Total operating expenses
|
| | | | 153,759 | | | | | | 88,444 | | | | | | 65,315 | | | | | | 74 | | |
Operating loss
|
| | | | (71,269) | | | | | | (36,862) | | | | | | (34,407) | | | | | | 93 | | |
Other expense
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | (3,605) | | | | | | (1,373) | | | | | | (2,232) | | | | | | 163 | | |
Other income (expense), net
|
| | | | 2,603 | | | | | | (1,241) | | | | | | 3,844 | | | | | | (310) | | |
Total other expense, net
|
| | | | (1,002) | | | | | | (2,614) | | | | | | 1,612 | | | | | | (62) | | |
Net loss
|
| | | $ | (72,271) | | | | | $ | (39,476) | | | | | $ | (32,795) | | | | | | 83% | | |
| | |
Year Ended
December 31, |
| | | | | | | | | | | | | |||||||||
($in thousands)
|
| |
2021
|
| |
2020
|
| |
$ Change
|
| |
% Change
|
| ||||||||||||
Revenue
|
| | | $ | 76,984 | | | | | $ | 26,971 | | | | | $ | 50,013 | | | | | | 185% | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct costs
|
| | | | 107,520 | | | | | | 36,090 | | | | | | 71,430 | | | | | | 198 | | |
Selling, general and administrative
|
| | | | 29,020 | | | | | | 14,793 | | | | | | 14,227 | | | | | | 96 | | |
Research and development
|
| | | | 1,238 | | | | | | 3,732 | | | | | | (2,494) | | | | | | (67) | | |
Total operating expenses
|
| | | | 137,778 | | | | | | 54,615 | | | | | | 83,163 | | | | | | 152 | | |
Operating loss
|
| | | | (60,794) | | | | | | (27,644) | | | | | | (33,150) | | | | | | 120 | | |
Other expense
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | (2,455) | | | | | | (372) | | | | | | (2,083) | | | | | | 560 | | |
Other expense, net
|
| | | | (812) | | | | | | (191) | | | | | | (621) | | | | | | 325 | | |
Total other expense, net
|
| | | | (3,267) | | | | | | (563) | | | | | | (2,704) | | | | | | 480 | | |
Net loss
|
| | | $ | (64,061) | | | | | $ | (28,207) | | | | | $ | (35,854) | | | | | | 127% | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
($ in thousands)
|
| |
2022
|
| |
2021
|
| ||||||
Net cash used in operating activities
|
| | | $ | (67,352) | | | | | $ | (43,535) | | |
Net cash used in investing activities
|
| | | | (486) | | | | | | (82) | | |
Net cash provided by financing activities
|
| | | | 44,783 | | | | | | 98,555 | | |
| | |
Fiscal Year Ended December 31,
|
| |||||||||
($ in thousands)
|
| |
2021
|
| |
2020
|
| ||||||
Net cash used in operating activities
|
| | | $ | (77,417) | | | | | $ | (27,802) | | |
Net cash used in investing activities
|
| | | | (121) | | | | | | (3) | | |
Net cash provided by financing activities
|
| | | | 112,732 | | | | | | 27,771 | | |
Name and Principal Position
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
| ||||||||||||||||||
J. Clay Sell
Chief Executive Officer |
| | | | 500,000 | | | | |
|
(1)
|
| | | | | 3,987,500 | | | | | | — | | | | | | 17,192 | | | | | | 4,594,692 | | |
Harlan Bowers
President |
| | | | 377,996 | | | | | | — | | | | | | 1,914,000 | | | | | | 54,624 | | | | | | 14,865 | | | | | | 2,361,485 | | |
Steven Miller
Senior Vice President and General Counsel |
| | | | 352,779 | | | | | | — | | | | | | 1,031,500 | | | | | | 59,514 | | | | | | 17,235 | | | | | | 1,461,028 | | |
Name
|
| |
Type of Award
|
| |
Number of Incentive
Units That Have Not Vested (#)(1) |
| |
Market Value of
Incentive Units That Have Not Vested ($)(2) |
| |||
J. Clay Sell
|
| |
Class B-1 Incentive Units
|
| | | | 312,500 | | | | | |
Steven Miller
|
| |
Class B-1 Incentive Units
|
| | | | 125,000 | | | | | |
| | |
Class B-2 Incentive Units
|
| | | | 50,000 | | | | | |
Name
|
| |
Stock Awards
($)(1) |
| |
Total
($) |
| ||||||
Edward Sonnenschein
|
| | | | 175,500 | | | | | | 175,500 | | |
Michael Wallace
|
| | | | 175,500 | | | | | | 175,500 | | |
Name
|
| |
Vested
Incentive Units |
| |
Unvested
Incentive Units |
| ||||||
Executive Officers | | | | | | | | | | | | | |
J. Clay Sell
|
| | | | 625,000 | | | | | | 625,000 | | |
Harlan Bowers
|
| | | | 450,000 | | | | | | 150,000 | | |
Peter Pappano
|
| | | | 262,500 | | | | | | 87,500 | | |
Steven Miller
|
| | | | 87,500 | | | | | | 262,500 | | |
George Vanderheyden
|
| | | | 87,500 | | | | | | 262,500 | | |
Wallis Fournier
|
| | | | 37,500 | | | | | | 122,500 | | |
Mark Mize
|
| | | | 0 | | | | | | 350,000 | | |
Directors | | | | | | | | | | | | | |
Edward Sonnenschein
|
| | | | 0 | | | | | | 75,000 | | |
Michael Wallace
|
| | | | 0 | | | | | | 75,000 | | |
Name
|
| |
Age
|
| |
Position
|
|
Kamal Ghaffarian | | | 64 | | | Chairman | |
J. Clay Sell | | | 55 | | | Chief Executive Officer and Director | |
Mark J. Mize | | | 51 | | | Senior Vice President and Chief Financial Officer | |
George Vanderheyden | | | 64 | | | Senior Vice President and Chief Nuclear Officer | |
Steven L. Miller | | | 58 | | | Senior Vice President and General Counsel | |
Harlan Bowers | | | 61 | | | President | |
Peter Pappano | | | 47 | | | President of TRISO-X | |
Wallis Fournier | | | 56 | | | Vice President and Chief Human Capital Officer | |
| Audited Financial Statements: | | | |||||
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
| Unaudited Financial Statements: | | | | | | | |
| | | | | F-22 | | | |
| | | | | F-23 | | | |
| | | | | F-24 | | | |
| | | | | F-25 | | | |
| | | | | F-26 | | |
| Audited Financial Statements: | | | |||||
| | | | | F-40 | | | |
| | | | | F-42 | | | |
| | | | | F-43 | | | |
| | | | | F-44 | | | |
| | | | | F-45 | | | |
| | | | | F-46 | | | |
| Unaudited Financial Statements: | | | | | | | |
| | | | | F-74 | | | |
| | | | | F-75 | | | |
| | | | | F-76 | | | |
| | | | | F-77 | | | |
| | | | | F-78 | | |
| | |
As of
December 31, 2021 |
| |
As of
December 31, 2020 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 749,510 | | | | | $ | — | | |
Prepaid expenses
|
| | | | 536,382 | | | | | | — | | |
Deferred offering costs
|
| | | | — | | | | | | 523,475 | | |
Total current assets
|
| | | | 1,285,892 | | | | | | 523,475 | | |
Investments held in Trust Account
|
| | | | 1,000,284,779 | | | | | | — | | |
Total assets
|
| | | $ | 1,001,570,671 | | | | | $ | 523,475 | | |
Liabilities and shareholders’ equity (deficit) | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 3,476,416 | | | | | $ | 364,935 | | |
Accrued expenses – related party
|
| | | | 46,900 | | | | | | — | | |
Promissory note – related party
|
| | | | — | | | | | | 147,385 | | |
Total current liabilities
|
| | | | 3,523,316 | | | | | | 512,320 | | |
Warrant liabilities
|
| | | | 31,704,522 | | | | | | — | | |
Deferred underwriting commissions
|
| | | | 35,000,000 | | | | | | — | | |
Total liabilities
|
| | | | 70,227,838 | | | | | | 512,320 | | |
Commitments and contingencies | | | | | | | | | | | | | |
Class A ordinary shares, 0.0001 par value; 100,000,000 and 0 shares subject to
possible redemption at $10.00 per share at December 31, 2021 and 2020 |
| | | | 1,000,000,000 | | | | | | — | | |
Shareholders’ equity (deficit) | | | | | | | | | | | | | |
Preference shares, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, 0.0001 par value; 300,000,000 shares authorized at
December 31, 2021 and 2020 |
| | | | — | | | | | | — | | |
Class B ordinary shares, 0.0001 par value; 30,000,000 shares authorized; 25,000,000 shares issued and outstanding at December 31, 2021 and 2020(1)
|
| | | | 2,500 | | | | | | 2,500 | | |
Additional paid-in capital
|
| | | | — | | | | | | 22,500 | | |
Accumulated deficit
|
| | | | (68,659,667) | | | | | | (13,845) | | |
Total shareholders’ equity (deficit)
|
| | | | (68,657,167) | | | | | | 11,155 | | |
Total liabilities and shareholders’ equity (deficit)
|
| | | $ | 1,001,570,671 | | | | | $ | 523,475 | | |
| | |
For the year ended
December 31, 2021 |
| |
For the period
from January 24, 2020 (inception) through December 31, 2020 |
| ||||||
General and administrative expenses
|
| | | $ | 6,461,616 | | | | | $ | 13,845 | | |
Loss from operations
|
| | | | (6,461,616) | | | | | | (13,845) | | |
Other income (expense): | | | | | | | | | | | | | |
Investment income earned on investments held in Trust Account
|
| | | | 284,779 | | | | | | — | | |
Offering costs associated with warrants recorded as liabilities
|
| | | | (1,677,518) | | | | | | — | | |
Change in fair value of warrant liabilities
|
| | | | 23,703,427 | | | | | | — | | |
Total other income
|
| | |
|
22,310,688
|
| | | | | — | | |
Net income (loss)
|
| | | $ | 15,849,072 | | | | | $ | (13,845) | | |
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
| | | | 100,000,000 | | | | |
|
—
|
| |
Basic and diluted net income per share, Class A ordinary shares
|
| | |
$
|
0.13
|
| | | | $ | — | | |
Basic and diluted weighted average shares outstanding of Class B ordinary shares(1)
|
| | | | 25,000,000 | | | | | | 25,000,000 | | |
Basic and diluted net income (loss) per share, Class B ordinary shares
|
| | | $ | 0.13 | | | | | $ | (0.00) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Equity (Deficit) |
| ||||||||||||||||||
| | |
Class B
|
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance at January 24, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor
|
| | | | 25,000,000 | | | | | | 2,500 | | | | | | 22,500 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (13,845) | | | | | | (13,845) | | |
Balance at December 31, 2020(1)
|
| | | | 25,000,000 | | | | | $ | 2,500 | | | | | $ | 22,500 | | | | | $ | (13,845) | | | | | $ | 11,155 | | |
Accretion of Class A ordinary shares to redemption amount
|
| | | | — | | | | | | — | | | | | | (22,500) | | | | | | (84,494,894) | | | | | | (84,517,394) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 15,849,072 | | | | | | 15,849,072 | | |
Balance at December 31, 2021
|
| | | | 25,000,000 | | | | | $ | 2,500 | | | | | $ | — | | | | | $ | (68,659,667) | | | | | $ | (68,657,167) | | |
| | |
For the year ended
December 31, 2021 |
| |
For the period
from January 24, 2020 (inception) through December 31, 2020 |
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 15,849,072 | | | | | $ | (13,845) | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
| | | | | | | | | | | | |
Investment income earned on investments held in Trust Account
|
| | | | (284,779) | | | | | | — | | |
Offering costs associated with warrants recorded as liabilities
|
| | | | 1,677,518 | | | | | | — | | |
Change in fair value of warrant liabilities
|
| | | | (23,703,427) | | | | | | — | | |
Excess of fair value over cost on sale of Private Placement Warrants
|
| | | | 2,146,129 | | | | | | — | | |
Changes in operating assets and liabilities | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | (536,382) | | | | | | — | | |
Accrued expenses
|
| | | | 3,391,416 | | | | | | — | | |
Accrued expenses – related party
|
| | | | 46,900 | | | | | | — | | |
Payment of formation costs through issuance of Class B ordinary shares
|
| | | | — | | | | | | 13,845 | | |
Net cash used in operating activities
|
| | |
|
(1,413,553)
|
| | | | | — | | |
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
|
| | | | (836,937) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 1,002,163,063 | | | | | | — | | |
Net change in cash
|
| | | | 749,510 | | | | | | — | | |
Cash – beginning of period
|
| | | | — | | | | | | — | | |
Cash – end of period
|
| | | $ | 749,510 | | | | | $ | — | | |
Supplemental disclosure of non-cash activities | | | | | | | | | | | | | |
Deferred offering costs included in accrued offering costs
|
| | | $ | — | | | | | $ | 364,935 | | |
Formation and offering costs paid by Sponsor in exchange for issuance
of Class B ordinary shares |
| | | $ | — | | | | | $ | 25,000 | | |
Deferred offering costs paid by the Sponsor through promissory
note |
| | | $ | — | | | | | $ | 147,385 | | |
Accrued offering costs
|
| | | $ | 85,000 | | | | | $ | — | | |
Deferred underwriter’s commissions in connection with the initial public offering
|
| | | $ | 35,000,000 | | | | | $ | — | | |
|
Gross proceeds
|
| | | $ | 1,000,000,000 | | |
| Less: | | | | | | | |
|
Proceeds allocated to Public Warrants
|
| | | | (30,261,819) | | |
|
Class A ordinary shares issuance costs
|
| | | | (54,255,575) | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 84,517,394 | | |
|
Class A ordinary shares subject to possible redemption
|
| | | $ | 1,000,000,000 | | |
| | |
For the year ended
December 31, 2021 |
| |
For the period
from January 24, 2020 (inception) through December 31, 2020 |
| ||||||
Class A ordinary shares | | | | | | | | | | | | | |
Numerator: Income allocable to Class A ordinary shares | | | | | | | | | | | | | |
Allocation of net income
|
| | | $ | 12,679,258 | | | | | $ | — | | |
Net income attributable to Class A ordinary shares
|
| | | $ | 12,679,258 | | | | | $ | — | | |
Denominator: Weighted average Class A ordinary shares | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares
|
| | | | 100,000,000 | | | | | | — | | |
Basic and diluted net income per share, Class A ordinary shares
|
| | | $ | 0.13 | | | | | $ | — | | |
Class B ordinary shares | | | | | | | | | | | | | |
Numerator: Net income (loss) minus net income allocable to Class A ordinary shares
|
| | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 15,849,072 | | | | | $ | (13,845) | | |
Net income allocable to Class A ordinary shares
|
| | | | (12,679,258) | | | | | | — | | |
Net income (loss) attributable to Class B ordinary shares
|
| | | $ | 3,169,814 | | | | | $ | (13,845) | | |
Denominator: Weighted average Class B ordinary shares | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class B ordinary shares
|
| | | | 25,000,000 | | | | | | 25,000,000 | | |
Basic and diluted net income (loss) per share, Class B ordinary shares
|
| | | $ | 0.13 | | | | | $ | (0.00) | | |
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:
|
| | | $ | 1,000,284,779 | | | | | $ | — | | | | | $ | — | | |
Liabilities, at fair value | | | | | | | | | | | | | | | | | | | |
Public Warrants
|
| | | $ | 17,822,000 | | | | | $ | — | | | | | $ | — | | |
Private Placement Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 13,882,522 | | |
| | |
As of
February 4, 2021 |
| |||
Exercise price
|
| | | $ | 11.50 | | |
Stock price
|
| | | $ | 9.69 | | |
Term (in years)
|
| | | | 5.00 | | |
Volatility
|
| | | | 25.00% | | |
Risk-free interest rate
|
| | | | 0.75% | | |
Dividend yield
|
| | | | —% | | |
| | |
As of
December 31, 2021 |
| |
As of
February 4, 2021 |
| ||||||
Exercise price
|
| | | $ | 11.50 | | | | | $ | 11.50 | | |
Stock price
|
| | | $ | 9.74 | | | | | $ | 9.69 | | |
Term (in years)
|
| | | | 5.00 | | | | | | 5.00 | | |
Volatility
|
| | | | 15.00% | | | | | | 25.00% | | |
Risk-free interest rate
|
| | | | 1.26% | | | | | | 0.75% | | |
Dividend yield
|
| | | | —% | | | | | | —% | | |
|
Warrant liabilities at January 1, 2021
|
| | | $ | — | | |
|
Issuance of Public and Private Placement Warrants
|
| | | | 55,407,948 | | |
|
Transfer of Public Warrants to Level 1
|
| | | | (17,500,000) | | |
|
Change in fair value recognized in earnings
|
| | | | (24,025,426) | | |
|
Warrant liabilities, December 31, 2021
|
| | | $ | 13,882,522 | | |
| | |
As of
September 30, 2022 |
| |
As of
December 31, 2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 143,333 | | | | | $ | 749,510 | | |
Prepaid expenses
|
| | | | 206,943 | | | | | | 536,382 | | |
Total current assets
|
| | | | 350,276 | | | | | | 1,285,892 | | |
Investments held in Trust Account
|
| | | | 1,005,093,718 | | | | | | 1,000,284,779 | | |
Total assets
|
| | | $ | 1,005,443,994 | | | | | $ | 1,001,570,671 | | |
Liabilities and shareholders’ deficit | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 2,306,888 | | | | | $ | 3,476,416 | | |
Accrued expenses – related party
|
| | | | 66,690 | | | | | | 46,900 | | |
Working capital loan
|
| | | | 1,500,000 | | | | | | — | | |
Total current liabilities
|
| | | | 3,873,578 | | | | | | 3,523,316 | | |
Warrant liabilities
|
| | | | 4,064,095 | | | | | | 31,704,522 | | |
Deferred underwriting commissions
|
| | | | 35,000,000 | | | | | | 35,000,000 | | |
Total liabilities
|
| | | | 42,937,673 | | | | | | 70,227,838 | | |
Commitments and contingencies | | | | | | | | | | | | | |
Class A ordinary shares, 0.0001 par value; 100,000,000 shares subject to
possible redemption at $10.05 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively |
| | | | 1,004,993,718 | | | | | | 1,000,000,000 | | |
Shareholders’ deficit | | | | | | | | | | | | | |
Preference shares, 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, 0.0001 par value; 300,000,000 shares authorized; none issued and outstanding (excluding 100,000,000 shares subject to possible redemption)
|
| | | | — | | | | | | — | | |
Class B ordinary shares, 0.0001 par value; 30,000,000 shares authorized; 25,000,000 shares issued and outstanding at September 30, 2022 and December 31, 2021
|
| | | | 2,500 | | | | | | 2,500 | | |
Accumulated deficit
|
| | | | (42,489,897) | | | | | | (68,659,667) | | |
Total shareholders’ deficit
|
| | | | (42,487,397) | | | | | | (68,657,167) | | |
Total liabilities and shareholders’ deficit
|
| | | $ | 1,005,443,994 | | | | | $ | 1,001,570,671 | | |
| | |
For the three months ended
September 30, |
| |
For the nine months ended
September 30, |
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
| ||||||||||||
General and administrative expenses
|
| | | $ | 517,715 | | | | | $ | 898,976 | | | | | $ | 1,285,877 | | | | | $ | 3,566,745 | | |
Loss from operations
|
| | | | (517,715) | | | | | | (898,976) | | | | | | (1,285,877) | | | | | | (3,566,745) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment income on investments held in Trust Account
|
| | | | 4,603,791 | | | | | | 108,012 | | | | | | 4,808,939 | | | | | | 165,167 | | |
Offering costs associated with warrants recorded as liabilities
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,677,518) | | |
Change in fair value of warrant liabilities
|
| | | | 4,074,138 | | | | | | 14,590,580 | | | | | | 27,640,426 | | | | | | 25,208,969 | | |
Total other income
|
| | | | 8,677,929 | | | | | | 14,698,592 | | | | | | 32,449,365 | | | | | | 23,696,618 | | |
Net income
|
| | | $ | 8,160,214 | | | | | $ | 13,799,616 | | | | | $ | 31,163,488 | | | | | $ | 20,129,873 | | |
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
| | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | |
Basic and diluted net income per share, Class A ordinary shares
|
| | | $ | 0.07 | | | | | $ | 0.11 | | | | | $ | 0.25 | | | | | $ | 0.16 | | |
Basic and diluted weighted average shares outstanding of Class B ordinary shares
|
| | | | 25,000,000 | | | | | | 25,000,000 | | | | | | 25,000,000 | | | | | | 25,000,000 | | |
Basic and diluted net income per share, Class B ordinary shares
|
| | | $ | 0.07 | | | | | $ | 0.11 | | | | | $ | 0.25 | | | | | $ | 0.16 | | |
| | |
For the three and nine months ended September 30, 2022
|
| |||||||||||||||||||||||||||
| | |
Ordinary Shares
Class B |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance at December 31, 2021
|
| | | | 25,000,000 | | | | | $ | 2,500 | | | | | $ | — | | | | | $ | (68,659,667) | | | | | $ | (68,657,167) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 17,063,156 | | | | | | 17,063,156 | | |
Balance at March 31, 2022
|
| | | | 25,000,000 | | | | | | 2,500 | | | | | | — | | | | | | (51,596,511) | | | | | | (51,594,011) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5,940,118 | | | | | | 5,940,118 | | |
Balance at June 30, 2022
|
| | | | 25,000,000 | | | | | | 2,500 | | | | | | — | | | | | | (45,656,393) | | | | | | (45,653,893) | | |
Accretion of Class A ordinary shares to redemption amount
|
| | | | | | | | | | | | | | | | | | | | | | (4,993,718) | | | | | | (4,993,718) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 8,160,214 | | | | | | 8,160,214 | | |
Balance at September 30, 2022
|
| | | | 25,000,000 | | | | | $ | 2,500 | | | | | $ | — | | | | | $ | (42,489,897) | | | | | $ | (42,487,397) | | |
| | |
For the three and nine months ended September 30, 2021
|
| |||||||||||||||||||||||||||
| | |
Ordinary Shares
Class B |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance at December 31, 2020
|
| | | | 25,000,000 | | | | | $ | 2,500 | | | | | $ | 22,500 | | | | | $ | (13,845) | | | | | $ | 11,155 | | |
Accretion of Class A ordinary shares to redemption amount
|
| | | | — | | | | | | — | | | | | | (22,500) | | | | | | (84,444,773) | | | | | | (84,467,273) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 20,380,504 | | | | | | 20,380,504 | | |
Balance at March 31, 2021
|
| | | | 25,000,000 | | | | | | 2,500 | | | | | | — | | | | | | (64,078,114) | | | | | | (64,075,614) | | |
Accretion of Class A ordinary shares to redemption amount
|
| | | | — | | | | | | — | | | | | | — | | | | | | (50,121) | | | | | | (50,121) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (14,050,247) | | | | | | (14,050,247) | | |
Balance at June 30, 2021
|
| | | | 25,000,000 | | | | | | 2,500 | | | | | | — | | | | | | (78,178,482) | | | | | | (78,175,982) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 13,799,616 | | | | | | 13,799,616 | | |
Balance at September 30, 2021
|
| | | | 25,000,000 | | | | | $ | 2,500 | | | | | $ | — | | | | | $ | (64,378,866) | | | | | $ | (64,376,366) | | |
| | |
For the nine months ended
September 30, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net income
|
| | | $ | 31,163,488 | | | | | $ | 20,129,873 | | |
Adjustments to reconcile net income to net cash used in operating activities:
|
| | | | | | | | | | | | |
Investment income earned on investments held in Trust Account
|
| | | | (4,808,939) | | | | | | (165,167) | | |
Offering costs associated with warrants recorded as liabilities
|
| | | | — | | | | | | 1,677,518 | | |
Change in fair value of warrant liabilities
|
| | | | (27,640,426) | | | | | | (25,208,969) | | |
Excess of fair value over cost on sale of Private Placement Warrants
|
| | | | — | | | | | | 2,146,129 | | |
Changes in operating assets and liabilities | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 329,439 | | | | | | (664,163) | | |
Accrued expenses
|
| | | | (1,169,529) | | | | | | 812,944 | | |
Accrued expenses – related party
|
| | | | 19,790 | | | | | | — | | |
Net cash used in operating activities
|
| | | | (2,106,177) | | | | | | (1,271,835) | | |
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 working capital loan
|
| | | | 1,500,000 | | | | | | — | | |
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
|
| | | | — | | | | | | (811,937) | | |
Net cash provided by financing activities
|
| | | | 1,500,000 | | | | | | 1,002,188,063 | | |
Net change in cash
|
| | | | (606,177) | | | | | | 916,228 | | |
Cash – beginning of period
|
| | | | 749,510 | | | | | | — | | |
Cash – end of period
|
| | | $ | 143,333 | | | | | $ | 916,228 | | |
Supplemental disclosure of non-cash activities | | | | | | | | | | | | | |
Accrued offering costs
|
| | | $ | — | | | | | $ | 110,000 | | |
Deferred underwriter’s commissions in connection with the initial public offering
|
| | | $ | — | | | | | $ | 35,000,000 | | |
Accretion of Class A ordinary shares subject to possible redemption
|
| | | $ | 4,993,718 | | | | | $ | — | | |
|
Gross proceeds
|
| | | $ | 1,000,000,000 | | |
| Less: | | | | | | | |
|
Proceeds allocated to Public Warrants
|
| | | | (30,261,819) | | |
|
Class A ordinary shares issuance costs
|
| | | | (54,255,575) | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 84,517,394 | | |
|
Class A ordinary shares subject to possible redemption as of December 31, 2021
|
| | | | 1,000,000,000 | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 4,993,718 | | |
|
Class A ordinary shares subject to possible redemption as of September 30, 2022
|
| | | $ | 1,004,993,718 | | |
| | |
For the three months ended
September 30, |
| |
For the nine months ended
September 30, |
| ||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
| ||||||||||||
Class A ordinary shares | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to Class A ordinary shares
|
| | | $ | 6,528,171 | | | | | $ | 11,039,693 | | | | | $ | 24,930,790 | | | | | $ | 16,103,898 | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares
|
| | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | |
Basic and diluted net income per share, Class A ordinary shares
|
| | | $ | 0.07 | | | | | $ | 0.11 | | | | | $ | 0.25 | | | | | $ | 0.16 | | |
Class B ordinary shares | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to Class B ordinary
shares |
| | | $ | 1,632,043 | | | | | $ | 2,759,923 | | | | | $ | 6,232,698 | | | | | $ | 4,025,975 | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding, Class B ordinary shares
|
| | | | 25,000,000 | | | | | | 25,000,000 | | | | | | 25,000,000 | | | | | | 25,000,000 | | |
Basic and diluted net income per share, Class B ordinary shares
|
| | | $ | 0.07 | | | | | $ | 0.11 | | | | | $ | 0.25 | | | | | $ | 0.16 | | |
Description
|
| |
Quoted Prices in
Active Markets (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Other Unobservable Inputs (Level 3) |
| |||||||||
As of September 30, 2022: | | | | | | | | | | | | | | | | | | | |
Assets, at fair value | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account:
|
| | | $ | 1,005,093,718 | | | | | $ | — | | | | | $ | — | | |
Liabilities, at fair value | | | | | | | | | | | | | | | | | | | |
Public Warrants
|
| | | $ | 2,300,000 | | | | | $ | — | | | | | $ | — | | |
Private Placement Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 1,764,095 | | |
Description
|
| |
Quoted Prices in
Active Markets (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Other Unobservable Inputs (Level 3) |
| |||||||||
As of December 31, 2021: | | | | | | | | | | | | | | | | | | | |
Assets, at fair value | | | | | | | | | | | | | | | | | | | |
Investments held in Trust Account:
|
| | | $ | 1,000,284,779 | | | | | $ | — | | | | | $ | — | | |
Liabilities, at fair value | | | | | | | | | | | | | | | | | | | |
Public Warrants
|
| | | $ | 17,822,000 | | | | | $ | — | | | | | $ | — | | |
Private Placement Warrants
|
| | | $ | — | | | | | $ | — | | | | | $ | 13,882,522 | | |
| | |
As of
September 30, 2022 |
| |
As of
December 31, 2021 |
| ||||||
Exercise price
|
| | | $ | 11.50 | | | | | $ | 11.50 | | |
Share price
|
| | | $ | 9.93 | | | | | $ | 9.74 | | |
Term (in years)
|
| | | | 5.00 | | | | | | 5.00 | | |
Volatility
|
| | | | 3.70% | | | | | | 15.00% | | |
Risk-free interest rate
|
| | | | 4.06% | | | | | | 1.26% | | |
|
Warrant liabilities at December 31, 2021
|
| | | $ | 13,882,522 | | |
|
Change in fair value recognized in earnings
|
| | | | (7,564,154) | | |
|
Warrant liabilities at March 31, 2022
|
| | | | 6,318,368 | | |
|
Change in fair value recognized in earnings
|
| | | | (2,786,134) | | |
|
Warrant liabilities at June 30, 2022
|
| | | | 3,532,234 | | |
|
Change in fair value recognized in earnings
|
| | | | (1,768,139) | | |
|
Warrant liabilities at September 30, 2022
|
| | | $ | 1,764,095 | | |
|
Warrant liabilities at December 31, 2020
|
| | | $ | — | | |
|
Issuance of Public and Private Placement Warrants
|
| | | | 55,407,948 | | |
|
Transfer of Public Warrants to Level 1
|
| | | | (17,500,000) | | |
|
Change in fair value recognized in earnings
|
| | | | (24,367,413) | | |
|
Warrant liabilities at March 31, 2021
|
| | | | 13,540,535 | | |
|
Change in fair value recognized in earnings
|
| | | | 6,249,024 | | |
|
Warrant liabilities at June 30, 2021
|
| | | | 19,789,559 | | |
|
Change in fair value recognized in earnings
|
| | | | (6,590,580) | | |
|
Warrant liabilities at September 30, 2021
|
| | | $ | 13,198,979 | | |
| | |
December 31,
2021 |
| |
December 31,
2020 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 35,805 | | | | | $ | 609 | | |
Accounts receivable
|
| | | | 17,323 | | | | | | 10,769 | | |
Unbilled receivables
|
| | | | 30,758 | | | | | | 1,803 | | |
Prepaid and other current assets
|
| | | | 1,175 | | | | | | 98 | | |
Due from related parties
|
| | | | 426 | | | | | | 50 | | |
Total current assets
|
| | | | 85,487 | | | | | | 13,329 | | |
Property and equipment, net
|
| | | | 167 | | | | | | 80 | | |
Operating lease right-of-use assets
|
| | | | 1,950 | | | | | | 1,714 | | |
Total Assets
|
| | | $ | 87,604 | | | | | $ | 15,123 | | |
LIABILITIES, MEZZANINE EQUITY, AND MEMBERS’ DEFICIT | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Short-term borrowings
|
| | | $ | 38,863 | | | | | $ | — | | |
Accounts payable
|
| | | | 5,182 | | | | | | 7,021 | | |
Accrued liabilities
|
| | | | 23,837 | | | | | | 6,527 | | |
Due to related parties
|
| | | | 7,324 | | | | | | 50 | | |
Total current liabilities
|
| | | | 75,206 | | | | | | 13,598 | | |
Long-term liabilities | | | | | | | | | | | | | |
Long-term debt
|
| | | | — | | | | | | 26,583 | | |
Long-term operating lease liability – related party
|
| | | | 1,075 | | | | | | 1,216 | | |
Total Liabilities
|
| | | | 76,281 | | | | | | 41,397 | | |
Commitments and Contingencies (Note 16) | | | | | | | | | | | | | |
Mezzanine equity | | | | | | | | | | | | | |
Series A preferred units: 90,981,975 units authorized; 90,625,588 units and no
units issued and outstanding as of December 31, 2021 and 2020, respectively |
| | | | 218,408 | | | | | | — | | |
Series B preferred units: 19,500,000 units authorized; 11,643,171 units and no
units issued and outstanding as of December 31, 2021 and 2020, respectively |
| | | | 101,382 | | | | | | — | | |
Total mezzanine equity
|
| | | | 319,790 | | | | | | — | | |
Members’ deficit | | | | | | | | | | | | | |
Members’ equity (Class A common units: 127,000,000 units authorized,
3,128,026 and 90,625,588 units issued and outstanding as of December 31, 2021 and 2020, respectively. Class B common units: 10,099,603 units authorized, zero and 3,128,026 units issued and outstanding as of December 31, 2021 and 2020, respectively) |
| | | | 1,800 | | | | | | 53,951 | | |
Additional paid in capital
|
| | | | 257 | | | | | | — | | |
Accumulated deficit
|
| | | | (310,523) | | | | | | (80,205) | | |
Accumulated other comprehensive loss
|
| | | | (1) | | | | | | (20) | | |
Total members’ deficit
|
| | | | (308,467) | | | | | | (26,274) | | |
Total liabilities, mezzanine equity, and members’ deficit
|
| | | $ | 87,604 | | | | | $ | 15,123 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Revenues
|
| | | $ | 76,984 | | | | | $ | 26,971 | | |
Operating expenses | | | | | | | | | | | | | |
Direct costs
|
| | | | 107,520 | | | | | | 36,090 | | |
Selling, general and administrative
|
| | | | 29,020 | | | | | | 14,793 | | |
Research and development
|
| | | | 1,238 | | | | | | 3,732 | | |
Total operating expenses
|
| | | | 137,778 | | | | | | 54,615 | | |
Operating loss
|
| | | | (60,794) | | | | | | (27,644) | | |
Other expense | | | | | | | | | | | | | |
Interest expense
|
| | | | (2,455) | | | | | | (372) | | |
Other expense, net
|
| | | | (812) | | | | | | (191) | | |
Total other expense, net
|
| | | | (3,267) | | | | | | (563) | | |
Net loss
|
| | | $ | (64,061) | | | | | $ | (28,207) | | |
Net loss per unit | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (1.20) | | | | | $ | (0.30) | | |
Weighted average common units outstanding | | | | | | | | | | | | | |
Basic and diluted
|
| | | | 53,530,750 | | | | | | 93,296,879 | | |
Other comprehensive income (loss) | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | $ | 19 | | | | | $ | (20) | | |
Other comprehensive loss
|
| | | $ | (64,042) | | | | | $ | (28,227) | | |
| | |
Class A Common
Units |
| |
Class B Common
Units |
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Loss |
| |
Total
Members’ Deficit |
| | |
Series A Preferred
Units |
| |
Series B Preferred
Units |
| |
Total
Mezzanine Equity |
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, January 1, 2020
|
| | | | 86,119,962 | | | | | $ | 49,557 | | | | | | 3,128,026 | | | | | $ | 1,800 | | | | | | — | | | | | $ | (51,998) | | | | | $ | — | | | | | $ | (641) | | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | |
Capital contribution
|
| | | | 4,505,626 | | | | | | 2,594 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,594 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (28,207) | | | | | | — | | | | | | (28,207) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Foreign currency translation
adjustment |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (20) | | | | | | (20) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance, December 31, 2020
|
| | | | 90,625,588 | | | | | | 52,151 | | | | | | 3,128,026 | | | | | | 1,800 | | | | | | — | | | | | | (80,205) | | | | | | (20) | | | | | | (26,274) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Conversion of Class A Common Units to Series A Preferred Units
|
| | | | (90,625,588) | | | | | | (52,151) | | | | | | — | | | | | | — | | | | | | — | | | | | | (166,257) | | | | | | — | | | | | | (218,408) | | | | | | | 90,625,588 | | | | | | 218,408 | | | | | | — | | | | | | — | | | | | | 218,408 | | |
Conversion of Class B Common Units to Class A Common Units
|
| | | | 3,128,026 | | | | | | 1,800 | | | | | | (3,128,026) | | | | | | (1,800) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
Issuance of Series B Preferred Units (net
of issuance costs) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 7,621,039 | | | | | | 64,715 | | | | | | 64,715 | | |
Conversion of SAFE Agreement into Series B Preferred Units
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 4,022,132 | | | | | | 36,667 | | | | | | 36,667 | | |
Unit-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 257 | | | | | | — | | | | | | — | | | | | | 257 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (64,061) | | | | | | — | | | | | | (64,061) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Foreign currency translation
adjustment |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19 | | | | | | 19 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance, December 31, 2021
|
| | | | 3,128,026 | | | | | $ | 1,800 | | | | | | — | | | | | | — | | | | | $ | 257 | | | | | $ | (310,523) | | | | | $ | (1) | | | | | $ | (308,467) | | | | | | | 90,625,588 | | | | | $ | 218,408 | | | | | | 11,643,171 | | | | | $ | 101,382 | | | | | $ | 319,790 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (64,061) | | | | | $ | (28,207) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 34 | | | | | | 15 | | |
Unit-based compensation
|
| | | | 257 | | | | | | — | | |
Gain on forgiveness of PPP loan
|
| | | | (785) | | | | | | — | | |
Mark-to-market loss on SAFE agreements
|
| | | | 3,667 | | | | | | | | |
Mark-to-market loss on notes payable
|
| | | | 308 | | | | | | — | | |
Mark-to-market gain on Series B call option
|
| | | | (2,260) | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable and unbilled receivables
|
| | | | (34,829) | | | | | | (10,764) | | |
Prepaid and other current assets
|
| | | | (1,078) | | | | | | 525 | | |
Due from related parties
|
| | | | (376) | | | | | | 260 | | |
Operating lease right-of-use assets
|
| | | | 783 | | | | | | 254 | | |
Accounts payable and accrued liabilities
|
| | | | 14,476 | | | | | | 10,346 | | |
Due to related parties
|
| | | | 7,274 | | | | | | 30 | | |
Operating lease liability
|
| | | | (827) | | | | | | (261) | | |
Net cash used in operating activities
|
| | | | (77,417) | | | | | | (27,802) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (121) | | | | | | (3) | | |
Net cash used in investing activities
|
| | | | (121) | | | | | | (3) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Payments of notes payable
|
| | | | (120) | | | | | | (1,288) | | |
Proceeds from OPG note payable
|
| | | | 10,048 | | | | | | — | | |
Proceeds from PPP loan
|
| | | | — | | | | | | 785 | | |
Borrowing from line of credit
|
| | | | 2,829 | | | | | | 25,680 | | |
Proceeds from SAFE agreements
|
| | | | 33,000 | | | | | | — | | |
Proceeds from Issuance of Series B Preferred Units (net of issuance costs)
|
| | | | 64,537 | | | | | | — | | |
Proceeds from Issuance of Series B Preferred Unit Call Option
|
| | | | 2,438 | | | | |||||
Capital contribution
|
| | | | — | | | | | | 2,594 | | |
Net cash provided by financing activities:
|
| | | | 112,732 | | | | | | 27,771 | | |
Net effect of exchange rate
|
| | | | 2 | | | | | | — | | |
Net increase (decrease) in cash and cash equivalents
|
| | | | 35,196 | | | | | | (34) | | |
Cash and cash equivalents at beginning of period
|
| | | | 609 | | | | | | 643 | | |
Cash and cash equivalents at end of period
|
| | | $ | 35,805 | | | | | $ | 609 | | |
|
Asset
|
| |
Useful Life
|
|
|
Computer equipment and software
|
| |
3 – 5 years
|
|
|
Office furniture and fixtures
|
| |
2 – 7 years
|
|
|
Leasehold improvements
|
| |
Shorter of lease term or 10 years
|
|
| | |
2021
|
| |
2020
|
| ||||||
Foreign currency transaction losses
|
| | | $ | (221) | | | | | $ | — | | |
Mark-to-market loss on SAFE Agreements(1)(2)
|
| | | | (3,667) | | | | | | — | | |
Mark-to-market loss on OPG Note(2)
|
| | | | (308) | | | | | | — | | |
Mark-to-market gain on Series B call option(2)
|
| | | | 2,260 | | | | | | — | | |
Interest income
|
| | | | 6 | | | | | | — | | |
Gain on forgiveness of PPP loan
|
| | | | 785 | | | | | | — | | |
Other income (expense)
|
| | | | 333 | | | | | | (191) | | |
Total other expense, net
|
| | | $ | (812) | | | | | $ | (191) | | |
Customer Type:
|
| |
2021
|
| |
2020
|
| ||||||
DoE
|
| | | $ | 49,411 | | | | | $ | 14,490 | | |
Customer Type:
|
| |
2021
|
| |
2020
|
| ||||||
DoD
|
| | | | 19,532 | | | | | | 11,983 | | |
Ontario Power Generation
|
| | | | 7,753 | | | | | | — | | |
Commercial
|
| | | | 288 | | | | | | 498 | | |
Total revenue
|
| | | $ | 76,984 | | | | | $ | 26,971 | | |
|
Contract Type:
|
| |
2021
|
| |
2020
|
| ||||||
Cost-share
|
| | | $ | 49,411 | | | | | $ | 14,881 | | |
Fixed Fee
|
| | | | 19,820 | | | | | | 12,090 | | |
Time & Materials
|
| | | | 7,753 | | | | | | — | | |
Total revenue
|
| | | $ | 76,984 | | | | | $ | 26,971 | | |
| | |
Year Ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
United States
|
| | | $ | 69,231 | | | | | $ | 26,971 | | |
Canada
|
| | | | 7,753 | | | | | | — | | |
Total
|
| | | $ | 76,984 | | | | | $ | 26,971 | | |
| | |
December 31,
|
| |||||||||
Contract assets – current:
|
| |
2021
|
| |
2020
|
| ||||||
Unbilled Receivables
|
| | | $ | 30,758 | | | | | $ | 1,803 | | |
Contract liabilities – current: | | | | | | | | | | | | | |
Accrued Contract Loss
|
| | | | 4,461 | | | | | | 4,911 | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Computer equipment and software
|
| | | $ | 127 | | | | | $ | 74 | | |
Office furniture and fixtures
|
| | | | 9 | | | | | | 9 | | |
Leasehold improvements
|
| | | | 160 | | | | | | 92 | | |
Property, plant, and equipment at cost
|
| | | | 296 | | | | | | 175 | | |
Less accumulated depreciation and amortization
|
| | | | (129) | | | | | | (95) | | |
Property and equipment, net
|
| | | $ | 167 | | | | | $ | 80 | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Lease liability
|
| | | $ | 913 | | | | | $ | 513 | | |
Accrued payroll and related expenses
|
| | | | 2,473 | | | | | | 1,103 | | |
Accrued contract loss
|
| | | | 4,461 | | | | | | 4,911 | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Accrued subcontractor costs
|
| | | | 14,279 | | | | | | — | | |
Accrued interest
|
| | | | 475 | | | | | | — | | |
Accrued liabilities – other
|
| | | | 1,236 | | | | | | — | | |
Total accrued liabilities
|
| | | $ |
23,837 |
| | | | $ | 6,527 | | |
|
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Bank of New York Credit Facility
|
| | | $ | 28,509 | | | | | $ | 25,680 | | |
OPG Note
|
| | | | 10,354 | | | | | | — | | |
PPP Loan
|
| | | | — | | | | | | 785 | | |
Other
|
| | | | — | | | | | | 118 | | |
Total
|
| | | | 38,863 | | | | | | 26,583 | | |
Less: short term borrowings
|
| | | | (38,863) | | | | | | — | | |
Long-term obligations
|
| | | $ | — | | | | | $ | 26,583 | | |
Year Ended
|
| |
Amount Due
|
| |||
2022(1) | | | | $ | 38,557 | | |
2023
|
| | | | — | | |
2024
|
| | | | — | | |
2025
|
| | | | — | | |
2026
|
| | | | — | | |
Thereafter
|
| | | | — | | |
Total
|
| | | $ | 38,557 | | |
| | |
December 31, 2021
|
| |
December 31, 2020
|
| ||||||||||||||||||
| | |
Carrying Value
|
| |
Fair Value
|
| |
Carrying Value
|
| |
Fair Value
|
| ||||||||||||
OPG Note
|
| | | $ | 10,354 | | | | | $ | 10,354 | | | | | $ | — | | | | | $ | — | | |
Bank of New York Credit Facility
|
| | | | 28,509 | | | | | | 28,390 | | | | | | 25,680 | | | | | | 25,658 | | |
| | |
2021
|
| |
2020
|
| ||||||
Operating lease right-of-use assets
|
| | | $ | 1,950 | | | | | $ | 1,714 | | |
Current portion of operating lease liabilities
|
| | | | 913 | | | | | | 513 | | |
Long-term portion of operating lease liabilities
|
| | | | 1,075 | | | | | | 1,216 | | |
Total operating lease liabilities
|
| | | $ | 1,988 | | | | | $ | 1,729 | | |
| | |
Operating
Leases |
| |||
2022
|
| | | $ | 987 | | |
2023
|
| | | | 1,017 | | |
2024
|
| | | | 85 | | |
2025 and thereafter
|
| | | | — | | |
Total minimum lease payments
|
| | | | 2,089 | | |
Less amounts representing interest or imputed interest
|
| | | | (101) | | |
Present value of lease obligations
|
| | | $ | 1,988 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Operating cash flows used in operating leases
|
| | | $ | 866 | | | | | $ | 479 | | |
Non-Cash Items: | | | | | | | | | | | | | |
Operating lease modifications and reassessments
|
| | | | 1,018 | | | | | | 1,970 | | |
| | |
December 31,
|
| |||
| | |
2021
|
| |
2020
|
|
Remaining Lease Term(1)
|
| |
2.1 years
|
| |
3.1 years
|
|
Discount Rate(1)
|
| |
5.0%
|
| |
5.0%
|
|
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
U.S.
|
| | | $ | (61,880) | | | | | $ | (27,853) | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Foreign
|
| | | | (2,181) | | | | | | (354) | | |
Total
|
| | | $ | (64,061) | | | | | $ | (28,207) | | |
|
| | |
2021
|
| |
2020
|
| ||||||
At U.S. Federal statutory tax rate
|
| | | | 21.00% | | | | | | 21.00% | | |
Domestic Income Not Subject to Income Tax
|
| | | | (20.3)% | | | | | | (20.7)% | | |
Foreign Rate Differential
|
| | | | 0.2% | | | | | | 0.1% | | |
Valuation Allowance
|
| | | | (0.9)% | | | | | | (0.4)% | | |
Other
|
| | | | 0.0% | | | | | | 0.0% | | |
| | | | | 0.0% | | | | | | 0.0% | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Deferred Tax Assets: | | | | | | | | | | | | | |
Property, Plant, and Equipment
|
| | | $ | 2 | | | | | $ | 2 | | |
Net Operating Losses
|
| | | | 568 | | | | | | 94 | | |
Total Deferred Tax Assets
|
| | | | 570 | | | | | | 96 | | |
Valuation Allowance
|
| | | | (372) | | | | | | (96) | | |
Total Deferred Tax Assets Net of Valuation Allowance
|
| | | | 198 | | | | | | — | | |
Deferred Tax Liabilities: | | | | | | | | | | | | | |
Mark-to-Market Adjustment
|
| | | | (198) | | | | | | — | | |
Total Deferred Tax Liabilities
|
| | | | (198) | | | | | | — | | |
Net Deferred Tax Assets/(Liabilities)
|
| | | $ | — | | | | | $ | — | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
(in thousands, except for unit and
per unit data) |
| |||||||||
Basic and diluted earnings per unit: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (64,061) | | | | | $ | (28,207) | | |
Weighted average common units outstanding
|
| | | | 53,530,750 | | | | | | 93,296,879 | | |
Basic and diluted net loss per unit
|
| | | $ | (1.20) | | | | | $ | (0.30) | | |
| | |
Number of Options
|
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Contractual Term (Years) |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Outstanding as of December 31, 2020(1)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
Granted
|
| | | | 3,975,000 | | | | | | 0.58 | | | | | | | | | | | | | | |
Exercised
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Forfeited or Expired
|
| | | | — | | | | | | — | | | | | | | | | | | | | | |
Balances as of December 31, 2021
|
| | | | 3,975,000 | | | | | $ | 0.58 | | | | | | 9.03 | | | | | $ | — | | |
| | |
2021
|
| |
2020(1)
|
| |||
Expected unit price volatility
|
| |
35.0%
|
| | | | — | | |
Risk-free interest rate
|
| |
0.5% – 0.9%
|
| | | | — | | |
Expected annual dividend yield
|
| |
—
|
| | | | — | | |
Expected term
|
| |
4.8 – 7.7 years
|
| | | | — | | |
| | |
December 31, 2021(1)
|
| |||||||||||||||||||||
| | |
Fair Value
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
OPG Note(2)
|
| | | $ | 10,354 | | | | | | — | | | | | | — | | | | | $ | 10,354 | | |
|
Beginning balance as of January 1, 2021
|
| | | $ | — | | |
|
Issuance of OPG Note
|
| | | | 10,048 | | |
|
Change in Fair Value(1)
|
| | | | 308 | | |
|
Currency translation adjustment
|
| | | | (2) | | |
|
Ending Balance as of December 31, 2021
|
| | | $ | 10,354 | | |
|
Beginning balance as of January 1, 2021
|
| | | $ | — | | |
|
Issuance of SAFE Agreements
|
| | | | 33,000 | | |
|
Change in Fair Value(1)
|
| | | | 3,667 | | |
|
Conversion of SAFE Agreement to Series B Preferred Units
|
| | | | (36,667) | | |
|
Ending Balance as of December 31, 2021
|
| | | $ | — | | |
|
Beginning balance as of January 1, 2021
|
| | | $ | — | | |
|
Issuance of Series B Call Option
|
| | | | 2,438 | | |
|
Change in Fair Value(1)
|
| | | | (2,260) | | |
|
Portion of Option FMV Exercised
|
| | | | (178) | | |
|
Ending Balance as of December 31, 2021
|
| | | $ | — | | |
| | |
December 31, 2021(1)
|
| |||||||||
| | |
Fair Value
|
| |
Valuation Technique
|
| |
Unobservable Inputs
|
| |
Range
|
|
OPG Note
|
| |
$10,354
|
| |
Discounted cash flow
|
| |
Discount rate
|
| |
7.1% – 11.8%
|
|
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Cash paid for interest
|
| | | $ | 1,900 | | | | | $ | — | | |
Cash paid for taxes
|
| | | | — | | | | | | — | | |
Non-Cash Investing and Financing Activities: | | | | | | | | | | | | | |
Conversion of SAFE Agreement into Series B Convertible Preferred
Units |
| | | $ | 36,667 | | | | | $ | — | | |
Issuance of Series B Call Option Liability
|
| | | $ | 2,438 | | | | | $ | — | | |
| | |
September 30, 2022
(unaudited) |
| |
December 31,
2021 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 12,834 | | | | | $ | 35,805 | | |
Accounts receivable
|
| | | | 7,696 | | | | | | 17,323 | | |
Unbilled receivables
|
| | | | 33,691 | | | | | | 30,758 | | |
Prepaid and other current assets
|
| | | | 1,825 | | | | | | 1,175 | | |
Due from related parties
|
| | | | 498 | | | | | | 426 | | |
Deferred financing costs
|
| | | | 1,084 | | | | | | — | | |
Total current liabilities
|
| | | | 57,628 | | | | | | 85,487 | | |
Property and equipment, net
|
| | | | 548 | | | | | | 167 | | |
Operating lease right-of-use assets
|
| | | | 3,995 | | | | | | 1,950 | | |
Total Assets
|
| | | $ | 62,171 | | | | | $ | 87,604 | | |
LIABILITIES, MEZZANINE EQUITY, AND MEMBERS’ DEFICIT | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Short-term borrowings
|
| | | $ | 43,161 | | | | | $ | 38,863 | | |
Accounts payable
|
| | | | 1,100 | | | | | | 5,182 | | |
Accrued liabilities
|
| | | | 21,928 | | | | | | 23,837 | | |
Due to related parties
|
| | | | 12,196 | | | | | | 7,324 | | |
Total current liabilities
|
| | | | 78,385 | | | | | | 75,206 | | |
Long-term liabilities | | | | | | | | | | | | | |
Long-term debt
|
| | | | 37,350 | | | | | | — | | |
Long-term operating lease liability
|
| | | | 1,730 | | | | | | 1,075 | | |
Warrant liability
|
| | | | 2,155 | | | | | | — | | |
Total Liabilities
|
| | | | 119,620 | | | | | | 76,281 | | |
Commitments and Contingencies (Note 17) | | | | | | | | | | | | | |
Mezzanine equity | | | | | | | | | | | | | |
Series A preferred units: 90,981,975 units authorized; 90,625,588 units issued and outstanding as of September 30, 2022 and December 31, 2021
|
| | | | 218,408 | | | | | | 218,408 | | |
Series B preferred units: 19,500,000 units authorized; 10,886,279 units
issued and outstanding as of September 30, 2022 and 11,643,171 units issued and outstanding as of December 31, 2021 |
| | | | 101,382 | | | | | | 101,382 | | |
Total mezzanine equity
|
| | | | 319,790 | | | | | | 319,790 | | |
Members’ deficit | | | | | | | | | | | | | |
Members’ equity (Class A common units: 127,000,000 units authorized, 3,128,026 units issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. Class B common units: 10,099,603 units authorized, zero units issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)
|
| | | | 1,800 | | | | | | 1,800 | | |
Additional paid in capital
|
| | | | 3,570 | | | | | | 257 | | |
Accumulated deficit
|
| | | | (382,794) | | | | | | (310,523) | | |
Accumulated other comprehensive income (loss)
|
| | | | 185 | | | | | | (1) | | |
Total members’ deficit
|
| | | | (377,239) | | | | | | (308,467) | | |
Total liabilities, mezzanine equity, and members’ deficit
|
| | | $ | 62,171 | | | | | $ | 87,604 | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Revenues
|
| | | $ | 82,490 | | | | | $ | 51,582 | | |
Operating expenses | | | | | | | | | | | | | |
Direct costs
|
| | | | 112,003 | | | | | | 69,983 | | |
Selling, general and administrative
|
| | | | 39,976 | | | | | | 17,524 | | |
Research and development
|
| | | | 1,780 | | | | | | 937 | | |
Total operating expenses
|
| | | | 153,759 | | | | | | 88,444 | | |
Operating loss
|
| | | | (71,269) | | | | | | (36,862) | | |
Other expense | | | | | | | | | | | | | |
Interest expense
|
| | | | (3,605) | | | | | | (1,373) | | |
Other income (expense), net
|
| | | | 2,603 | | | | | | (1,241) | | |
Total other expense
|
| | | | (1,002) | | | | | | (2,614) | | |
Net loss
|
| | | $ | (72,271) | | | | | $ | (39,476) | | |
Net loss per unit: | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (23.10) | | | | | $ | (0.56) | | |
Weighted average common units outstanding | | | | | | | | | | | | | |
Basic and diluted
|
| | | | 3,128,026 | | | | | | 70,764,035 | | |
Other comprehensive income (loss) | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | $ | 186 | | | | | $ | (1) | | |
Other comprehensive loss
|
| | | $ | (72,085) | | | | | $ | (39,477) | | |
| | |
Class A Common
Units |
| |
Class B Common
Units |
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Loss |
| |
Total
Members’ Deficit |
| | |
Series A Preferred
Units |
| |
Series B Preferred
Units |
| |
Total
Mezzanine Equity |
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| |
Units
|
| |
Amount
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance, January 1, 2021
|
| | | | 90,625,588 | | | | | $ | 52,151 | | | | | | 3,128,026 | | | | | $ | 1,800 | | | | | $ | — | | | | | $ | (80,205) | | | | | $ | (20) | | | | | $ | (26,274) | | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | |
Conversion of Class A Common
Units to Series A Preferred Units |
| | | | (90,625,588) | | | | | | (52,151) | | | | | | — | | | | | | — | | | | | | — | | | | | | (166,257) | | | | | | — | | | | | | (218,408) | | | | | | | 90,625,588 | | | | | | 218,408 | | | | | | — | | | | | | — | | | | | | 218,408 | | |
Conversion of Class B Common
Units to Class A Common Units |
| | | | 3,128,026 | | | | | | 1,800 | | | | | | (3,128,026) | | | | | | (1,800) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Series B Convertible
Preferred Units (net of issuance costs) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 6,864,147 | | | | | | 60,903 | | | | | | 60,903 | | |
Conversion of SAFE Agreement
into Series B Convertible Preferred Units |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 4,022,132 | | | | | | 36,667 | | | | | | 36,667 | | |
Unit-Based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 192 | | | | | | — | | | | | | — | | | | | | 192 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Capital contribution
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (39,476) | | | | | | — | | | | | | (39,476) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1) | | | | | | (1) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance, September 30, 2021
|
| | | | 3,128,026 | | | | | $ | 1,800 | | | | |
|
—
|
| | | |
|
—
|
| | | | $ | 192 | | | | | $ | (285,938) | | | | | $ | (21) | | | | | $ | (283,967) | | | | | | | 90,625,588 | | | | | $ | 218,408 | | | | | | 10,886,279 | | | | | $ | 97,570 | | | | | $ | 315,978 | | |
Balance, January 1, 2022
|
| | | | 3,128,026 | | | | | $ | 1,800 | | | | | | — | | | | | | — | | | | | $ | 257 | | | | | $ | (310,523) | | | | | $ | (1) | | | | | $ | (308,467) | | | | | | | 90,625,588 | | | | | $ | 218,408 | | | | | | 11,643,171 | | | | | $ | 101,382 | | | | | $ | 319,790 | | |
Unit-Based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,313 | | | | | | — | | | | | | — | | | | | | 3,313 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (72,271) | | | | | | — | | | | | | (72,271) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 186 | | | | | | 186 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance, September 30, 2022
|
| | | | 3,128,026 | | | | | $ | 1,800 | | | | |
|
—
|
| | | |
$
|
—
|
| | | | $ | 3,570 | | | | | $ | (382,794) | | | | | $ | 185 | | | | | $ | (377,239) | | | | | | | 90,625,588 | | | | | $ | 218,408 | | | | | | 11,643,171 | | | | | $ | 101,382 | | | | | $ | 319,790 | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (72,271) | | | | | $ | (39,476) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 105 | | | | | | 22 | | |
Unit-based compensation
|
| | | | 3,313 | | | | | | 192 | | |
Gain on forgiveness of PPP loan
|
| | | | — | | | | | | (785) | | |
Mark-to-market gain on warrant liability
|
| | | | (13) | | | | | | — | | |
Mark-to-market loss on SAFE agreements
|
| | | | — | | | | | | 3,667 | | |
Mark-to-market gain on Series B call option
|
| | | | — | | | | | | (1,486) | | |
Mark-to-market gain on OPG Note
|
| | | | (2,417) | | | | | | — | | |
Amortization of deferred financing costs
|
| | | | 1,084 | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | 6,280 | | | | | | (28,098) | | |
Due from related party
|
| | | | (72) | | | | | | (114) | | |
Prepaid and other current assets
|
| | | | (650) | | | | | | (461) | | |
Operating lease right-of use assets
|
| | | | 1,594 | | | | | | 563 | | |
Accounts payable and accrued liabilities
|
| | | | (7,427) | | | | | | 14,046 | | |
Due to related party
|
| | | | 4,872 | | | | | | 8,988 | | |
Operating lease liabilities
|
| | | | (1,750) | | | | | | (593) | | |
Net cash used in operating activities
|
| | | | (67,352) | | | | | | (43,535) | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (486) | | | | | | (82) | | |
Net cash used in investing activities
|
| | | | (486) | | | | | | (82) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Borrowings from line of credit
|
| | | | 13,433 | | | | | | 2,500 | | |
Repayments on line of credit
|
| | | | (6,000) | | | | | | — | | |
Repayment of notes payable
|
| | | | — | | | | | | (120) | | |
Proceeds from convertible notes
|
| | | | 37,350 | | | | | | — | | |
Proceeds from SAFE agreements
|
| | | | — | | | | | | 33,000 | | |
Proceeds from issuance of Series B Preferred Units (net of issuance costs)
|
| | | | — | | | | | | 60,737 | | |
Proceeds from issuance of Series B Preferred Unit Call Option
|
| | | | — | | | | | | 2,438 | | |
Net cash provided by financing activities
|
| | |
|
44,783
|
| | | |
|
98,555
|
| |
Net effect of exchange rate
|
| | | | 84 | | | | | | (36) | | |
Net increase (decrease) in cash and cash equivalents
|
| | | | (22,971) | | | | | | 54,902 | | |
Cash and cash equivalents at beginning of period
|
| | | | 35,805 | | | | | | 609 | | |
Cash and cash equivalents at end of period
|
| | | $ | 12,834 | | | | | $ | 55,511 | | |
|
Asset
|
| |
Useful Life
|
|
|
Computer equipment and software
|
| |
3 – 5 years
|
|
|
Office furniture and fixtures
|
| |
2 – 7 years
|
|
|
Leasehold improvements
|
| |
Shorter of lease term or 10 years
|
|
| | |
2022
|
| |
2021
|
| ||||||
Foreign currency transaction losses
|
| | | $ | (28) | | | | | $ | — | | |
Mark-to-market loss on SAFE Agreements(1)(2)
|
| | | | — | | | | | | (3,667) | | |
Mark-to-market gain on OPG Note(2)
|
| | | | 2,417 | | | | | | — | | |
Mark-to-market gain on warrant liability(2)
|
| | | | 13 | | | | | | — | | |
Mark-to-market gain on Series B call option(2)
|
| | | | — | | | | | | 1,486 | | |
Gain on forgiveness of PPP loan
|
| | | | — | | | | | | 785 | | |
Interest income
|
| | | | 37 | | | | | | 2 | | |
Other income
|
| | | | 164 | | | | | | 153 | | |
Total other income (expense), net
|
| | | $ | 2,603 | | | | | $ | (1,241) | | |
| | |
2022
|
| |
2021
|
| ||||||
Customer Type: | | | | | | | | | | | | | |
DoE
|
| | | $ | 71,010 | | | | | $ | 29,490 | | |
DoD
|
| | | | 11,096 | | | | | | 15,506 | | |
Ontario Power Generation
|
| | | | — | | | | | | 6,355 | | |
Commercial
|
| | | | 384 | | | | | | 231 | | |
Total revenue
|
| | | $ | 82,490 | | | | | $ | 51,582 | | |
| | |
2022
|
| |
2021
|
| ||||||
Contract Type: | | | | | | | | | | | | | |
Cost-type
|
| | | $ | 71,030 | | | | | $ | 29,490 | | |
Fixed Fee
|
| | | | 11,460 | | | | | | 15,737 | | |
Time & Materials
|
| | | | — | | | | | | 6,355 | | |
Total revenue
|
| | | $ | 82,490 | | | | | $ | 51,582 | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
United States
|
| | | $ | 82,480 | | | | | $ | 45,227 | | |
Canada
|
| | | | 10 | | | | | | 6,355 | | |
Total
|
| | | $ | 82,490 | | | | | $ | 51,582 | | |
Contract assets – current:
|
| |
September 30,
2022 |
| |
December 31,
2021 |
| ||||||
Unbilled Receivables
|
| | | $ | 33,691 | | | | | $ | 30,758 | | |
Contract liabilities – current: | | | | | | | | | | | | | |
Accrued contract loss
|
| | | $ | 118 | | | | | $ | 4,461 | | |
| | |
September 30,
2022 |
| |
December 31,
2021 |
| ||||||
Computer equipment and software
|
| | | $ | 472 | | | | | $ | 127 | | |
Office furniture and fixtures
|
| | | | 9 | | | | | | 9 | | |
Leasehold improvements
|
| | | | 301 | | | | | | 160 | | |
Land
|
| | | | 2,750 | | | | | | — | | |
Property and equipment, basis
|
| | | | 3,532 | | | | | | 296 | | |
Less: Reduction for land grant
|
| | | | (2,750) | | | | | | — | | |
Property and equipment, carrying value
|
| | | | 782 | | | | | | 296 | | |
Less accumulated depreciation and amortization
|
| | | | (234) | | | | | | (129) | | |
Property and equipment, net
|
| | | $ | 548 | | | | | $ | 167 | | |
| | |
September 30,
2022 |
| |
December 31,
2021 |
| ||||||
Lease liability
|
| | | $ | 2,343 | | | | | $ | 913 | | |
Accrued payroll and related expenses
|
| | | | 4,870 | | | | | | 2,473 | | |
Accrued contract loss
|
| | | | 118 | | | | | | 4,461 | | |
Accrued subcontractor costs
|
| | | | 12,029 | | | | | | 14,279 | | |
Accrued interest
|
| | | | 1,173 | | | | | | 475 | | |
Accrued liabilities – other
|
| | | | 1,395 | | | | | | 1,236 | | |
Total accrued liabilities
|
| | | $ | 21,928 | | | | | $ | 23,837 | | |
| | |
September 30,
2022 |
| |
December 31,
2021 |
| ||||||
Bank of New York Credit Facility
|
| | | $ | 28,942 | | | | | $ | 28,509 | | |
Live Oak Credit Facility
|
| | | | 7,000 | | | | | | — | | |
OPG Note
|
| | | | 7,219 | | | | | | 10,354 | | |
Convertible Notes
|
| | | | 37,350 | | | | | | — | | |
Total
|
| | | | 80,511 | | | | | | 38,863 | | |
Less: short term borrowings
|
| | | | (43,161) | | | | | | (38,863) | | |
Long-term debt
|
| | | $ | 37,350 | | | | | $ | — | | |
Year Ended
|
| |
Amount Due
|
| |||
2022(1) | | | | $ | 38,990 | | |
2023
|
| | | | 7,000 | | |
2024
|
| | | | 37,350 | | |
2025
|
| | | | — | | |
2026
|
| | | | — | | |
Thereafter
|
| | | | — | | |
Total
|
| | | $ | 83,340 | | |
| | |
September 30, 2022
|
| |
December 31, 2021
|
| ||||||||||||||||||
| | |
Carrying Value
|
| |
Fair Value
|
| |
Carrying Value
|
| |
Fair Value
|
| ||||||||||||
OPG Note
|
| | | $ | 7,219 | | | | | $ | 7,219 | | | | | $ | 10,354 | | | | | $ | 10,354 | | |
Bank of New York Credit Facility
|
| | | | 28,942 | | | | | | 28,940 | | | | | | 28,509 | | | | | | 28,390 | | |
Live Oak Credit Facility
|
| | | | 7,000 | | | | | | 6,942 | | | | | | — | | | | | | — | | |
Convertible Notes
|
| | | | 37,350 | | | | | | 37,350 | | | | | | — | | | | | | — | | |
| | |
September 30,
2022 |
| |
December 31,
2021 |
| ||||||
Operating lease right-of-use assets
|
| | | $ | 3,995 | | | | | $ | 1,950 | | |
Current portion of operating lease liabilities
|
| | | | 2,343 | | | | | | 913 | | |
Long-term portion of operating lease liabilities
|
| | | | 969 | | | | | | — | | |
Long-term portion of operating lease liabilities – related party
|
| | | | 761 | | | | | | 1,075 | | |
Total operating lease liabilities
|
| | | $ | 4,073 | | | | | $ | 1,988 | | |
|
2022
|
| | | $ | 613 | | |
|
2023
|
| | | | 2,617 | | |
|
2024
|
| | | | 516 | | |
|
2025
|
| | | | 170 | | |
|
2026
|
| | | | 142 | | |
|
Thereafter
|
| | | | 528 | | |
|
Total minimum lease payments
|
| | | $ | 4,586 | | |
|
Less amounts representing interest or imputed interest
|
| | | | (513) | | |
|
Present value of lease obligations
|
| | | $ | 4,073 | | |
| | |
September 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Operating cash flows used in operating leases
|
| | | $ | 1,801 | | | | | $ | 626 | | |
Non-Cash Items: | | | | | | | | | | | | | |
Operating lease modifications and reassessments
|
| | | $ | 2,430 | | | | | $ | 1,018 | | |
New operating leases
|
| | | $ | 1,208 | | | | | $ | — | | |
| | |
September 30,
2022 |
| |
December 31,
2021 |
| ||||||
Weighted-average remaining lease term
|
| |
2.6 years
|
| |
2.1 years
|
| ||||||
Weighted-average discount rate
|
| | | | 8.18% | | | | | | 5.0% | | |
| | |
Nine Months Ended September 30,
|
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
| | |
(in thousands, except for unit and per
unit data) |
| |||||||||
Basic and diluted earnings per unit: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (72,271) | | | | | $ | (39,476) | | |
Weighted average common units outstanding
|
| | | | 3,128,026 | | | | | | 70,764,035 | | |
Basic and diluted net loss per unit
|
| | | $ | (23.10) | | | | | $ | (0.56) | | |
| | |
Number of
Options |
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Contractual Term (Years) |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Outstanding as of January 1, 2022
|
| | | | 3,975,000 | | | | | $ | 0.58 | | | | | | 9.03 | | | | | | — | | |
Granted
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Exercised
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Modified
|
| | | | (3,975,000) | | | | | $ | 0.58 | | | | | | — | | | | | | — | | |
Balances as of September 30, 2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Number of Units
|
| |
Weighted Average
Grant Date Fair Value |
| ||||||
Unvested Class B-1 Units at January 1, 2022
|
| | | | — | | | | | $ | — | | |
Granted
|
| | | | 3,975,000 | | | | | | 3.19 | | |
Vested
|
| | | | (1,993,750) | | | | | | 3.19 | | |
Forfeited
|
| | | | — | | | | | | — | | |
Unvested Class B-1 Units at September 30, 2022
|
| | | | 1,981,250 | | | | | $ | 3.19 | | |
| | |
Number of Units
|
| |
Weighted Average
Grant Date Fair Value |
| ||||||
Unvested Class B-2 Units at January 1, 2022
|
| | | | — | | | | | $ | — | | |
Granted
|
| | | | 2,885,000 | | | | | | 2.34 | | |
Vested
|
| | | | (246,250) | | | | | | 2.34 | | |
Forfeited
|
| | | | — | | | | | | — | | |
Unvested Class B-2 Units at September 30, 2022
|
| | | | 2,638,750 | | | | | $ | 2.34 | | |
| | |
September 30, 2022
|
| |||||||||||||||||||||
| | |
Fair Value
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
OPG Note(1)
|
| | | $ | 7,219 | | | | | | — | | | | | | — | | | | | $ | 7,219 | | |
Warrant liability(1)
|
| | | | 2,155 | | | | | | | | | | | | | | | | | | 2,155 | | |
| | |
December 31, 2021
|
| |||||||||||||||||||||
| | |
Fair Value
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
OPG Note(1)
|
| | | $ | 10,354 | | | | | | — | | | | | | — | | | | | $ | 10,354 | | |
| | |
September 30, 2022
|
| |||
Beginning balance as of December 31, 2021
|
| | | $ | 10,354 | | |
Change in Fair Value(1)
|
| | | | (2,417) | | |
Currency translation adjustment
|
| | | | (718) | | |
Ending Balance as of September 30, 2022
|
| | | $ | 7,219 | | |
| | |
September 30, 2022
|
| |||
Beginning balance as of June 30, 2022 (issuance date)
|
| | | $ | 2,168 | | |
Change in Fair Value(1)
|
| | | | (13) | | |
Currency translation adjustment
|
| | | | — | | |
Ending Balance as of September 30, 2022
|
| | | $ | 2,155 | | |
| | |
September 30, 2022
|
| ||||||||||||
| | |
Fair Value
|
| |
Valuation Technique
|
| |
Unobservable Inputs
|
| |
Range
|
| |||
OPG Note
|
| | | $ | 7,219 | | | |
Discounted cash flow
|
| |
Discount rate
|
| |
13.0% – 14.2%
|
|
| | |
December 31, 2021
|
| ||||||||||||
| | |
Fair Value
|
| |
Valuation Technique
|
| |
Unobservable Inputs
|
| |
Range
|
| |||
OPG Note
|
| | | $ | 10,354 | | | |
Discounted cash flow
|
| |
Discount rate
|
| |
7.1% – 11.8%
|
|
Unobservable Inputs
|
| |
Range
|
|
Underlying price
|
| |
$11,111
|
|
Exercise price
|
| |
$10,000
|
|
Expected term (years)
|
| |
0.25 – 4.75
|
|
Equity volatility
|
| |
26.00% – 40.00%
|
|
Risk-free rate
|
| |
3.28% – 4.00%
|
|
| | |
2022
|
| |
2021
|
| ||||||
Cash paid for interest
|
| | | $ | 1,307 | | | | | $ | 708 | | |
Cash paid for taxes
|
| | | | — | | | | | | — | | |
Non-Cash Investing and Financing Activities: | | | | | | | | | | | | | |
Conversion of SAFE Agreement into Series B Convertible Preferred Units
|
| | | | — | | | | | | 36,667 | | |
Issuance of Warrants
|
| | | | 2,168 | | | | | | — | | |
| | |
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| Exhibit A | | | — | | | Purchaser Charter upon Domestication | |
| Exhibit B | | | — | | | Purchaser Bylaws upon Domestication | |
| Exhibit C | | | — | | | Company Fifth A&R Operating Agreement | |
| Exhibit D | | | — | | | Tax Receivable Agreement | |
| Exhibit E | | | — | | | A&R Registration Rights Agreement | |
| Exhibit F-1 | | | — | | | Sponsor Lockup Agreement | |
| Exhibit F-2 | | | — | | | Company Lockup Agreement | |
| Exhibit G | | | — | | | Requisite Member Approval | |
|
“Affiliate”
|
| | in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. | |
|
“Applicable Law”
|
| | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. | |
|
“Articles”
|
| | means these amended and restated articles of association of the Company. | |
|
“Audit Committee”
|
| | means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
|
“Auditor”
|
| | means the person for the time being performing the duties of auditor of the Company (if any). | |
|
“Business Combination”
|
| | means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the securities of the Company are listed on the New York Stock Exchange (“NYSE”), must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; | |
| | | | and (b) must not be effectuated solely with another blank cheque company or a similar company with nominal operations. | |
|
“business day”
|
| | means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. | |
|
“Clearing House”
|
| | means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. | |
|
“Class A Share”
|
| | means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
|
“Class B Share”
|
| | means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
|
“Company”
|
| | means the above named company. | |
|
“Company’s Website”
|
| | means the website of the Company and/or its web-address or domain name (if any). | |
|
“Compensation Committee”
|
| | means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
|
“Designated Stock Exchange”
|
| | means any United States national securities exchange on which the securities of the Company are listed for trading, including the NYSE. | |
|
“Directors”
|
| | means the directors for the time being of the Company. | |
|
“Dividend”
|
| | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. | |
|
“Electronic Communication”
|
| | means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors. | |
|
“Electronic Record”
|
| | has the same meaning as in the Electronic Transactions Act. | |
|
“Electronic Transactions Act”
|
| | means the Electronic Transactions Act (As Revised) of the Cayman Islands. | |
|
“Equity-linked Securities”
|
| | means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. | |
|
“Exchange Act”
|
| | means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. | |
|
“Founders”
|
| | means all Members immediately prior to the consummation of the IPO. | |
|
“Independent Director”
|
| | has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be. | |
|
“IPO”
|
| | means the Company’s initial public offering of securities. | |
|
“Member”
|
| | has the same meaning as in the Statute. | |
|
“Memorandum”
|
| | means the amended and restated memorandum of association of the Company. | |
|
“Nominating and Corporate Governance Committee”
|
| | means the nominating and corporate governance committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
|
“Officer”
|
| | means a person appointed to hold an office in the Company. | |
|
“Ordinary Resolution”
|
| | means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. | |
|
“Over-Allotment Option”
|
| | means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions. | |
|
“Preference Share”
|
| | means a preference share of a par value of US$0.0001 in the share capital of the Company. | |
|
“Public Share”
|
| | means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO. | |
|
“Redemption Notice”
|
| | means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein. | |
|
“Register of Members”
|
| | means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. | |
|
“Registered Office”
|
| | means the registered office for the time being of the Company. | |
|
“Representative”
|
| | means a representative of the Underwriters. | |
|
“Seal”
|
| | means the common seal of the Company and includes every duplicate seal. | |
| “Securities and Exchange Commission” | | |
means the United States Securities and Exchange Commission.
|
|
|
“Share”
|
| | means a Class A Share, a Class B Share, or a Preference Share and includes a fraction of a share in the Company. | |
|
“Special Resolution”
|
| | subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution. | |
|
“Sponsor”
|
| | means Ares Acquisition Holdings LP, a Cayman Islands exempted limited partnership, and its successors or assigns. | |
|
“Statute”
|
| | means the Companies Act (As Revised) of the Cayman Islands. | |
|
“Treasury Share”
|
| | means a Share held in the name of the Company as a treasury share in accordance with the Statute. | |
|
“Trust Account”
|
| | means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited. | |
|
“Underwriter”
|
| | means an underwriter of the IPO from time to time and any successor underwriter. | |
| | |
Page
|
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| | | | D-4 | | | |
| | | | D-4 | | | |
| | | | D-4 | | | |
| | | | D-4 | | | |
| | | | D-4 | | | |
| | | | D-4 | | | |
| | | | D-4 | | | |
| | | | D-4 | | | |
| | | | D-5 | | | |
| | | | D-5 | | | |
| | | | D-5 | | | |
| | | | D-5 | | | |
| | | | D-6 | | | |
| | | | D-7 | | | |
| | | | D-7 | | | |
| | | | D-7 | | | |
| | | | D-8 | | | |
| | | | D-11 | | | |
| | | | D-13 | | | |
| | | | D-13 | | | |
| | | | D-13 | | | |
| | | | D-13 | | | |
| | | | D-13 | | | |
| | | | D-14 | | | |
| | | | D-14 | | | |
| | | | D-14 | | | |
| | | | D-14 | | | |
| | | | D-14 | | | |
| | | | D-15 | | | |
| | | | D-15 | | | |
| | | | D-15 | | | |
| | | | D-15 | | | |
| | | | D-15 | | | |
| | | | D-15 | | | |
| | | | D-15 | | | |
| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-16 | | |
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| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-16 | | | |
| | | | D-17 | | | |
| | | | D-17 | | | |
| | | | D-17 | | | |
| | | | D-17 | | | |
| | | | D-17 | | | |
| | | | D-17 | | | |
| | | | D-18 | | | |
| | | | D-18 | | | |
| | | | D-18 | | | |
| | | | D-18 | | | |
| | | | D-18 | | | |
| | | | D-18 | | | |
| | | | D-18 | | | |
| | | | D-18 | | | |
| | | | D-19 | | | |
| | | | D-19 | | | |
| | | | D-19 | | | |
| | | | D-19 | | | |
| | | | D-20 | | | |
| | | | D-20 | | | |
| | | | D-20 | | | |
| | | | D-20 | | | |
| | | | D-20 | | | |
| | | | D-20 | | | |
| | | | D-21 | | | |
| | | | D-21 | | | |
| | | | D-21 | | | |
| | | | D-21 | | | |
| | | | D-21 | | | |
| | | | D-22 | | |
| Agreed and Accepted as of , 20 | | | | | | | |
| [ • ] | | | | | | | |
| | |
Page
|
| |||
| | | | G-5 | | | |
| | | | G-17 | | | |
| | | | G-17 | | | |
| | | | G-17 | | | |
| | | | G-18 | | | |
| | | | G-18 | | | |
| | | | G-18 | | | |
| | | | G-18 | | | |
| | | | G-18 | | | |
| | | | G-18 | | | |
| | | | G-18 | | | |
| | | | G-18 | | | |
| | | | G-19 | | | |
| | | | G-21 | | | |
| | | | G-21 | | | |
| | | | G-23 | | | |
| | | | G-24 | | | |
| | | | G-24 | | | |
| | | | G-24 | | | |
| | | | G-24 | | | |
| | | | G-24 | | | |
| | | | G-24 | | | |
| | | | G-24 | | | |
| | | | G-24 | | | |
| | | | G-26 | | | |
| | | | G-26 | | | |
| | | | G-27 | | | |
| | | | G-28 | | | |
| | | | G-29 | | | |
| | | | G-31 | | | |
| | | | G-32 | | | |
| | | | G-32 | | | |
| | | | G-32 | | | |
| | | | G-32 | | | |
| | | | G-33 | | | |
| | | | G-33 | | | |
| | | | G-33 | | | |
| | | | G-34 | | | |
| | | | G-34 | | | |
| | | | G-34 | | | |
| | | | G-34 | | | |
| | | | G-35 | | |
| | |
Page
|
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| | | | G-35 | | | |
| | | | G-35 | | | |
| | | | G-36 | | | |
| | | | G-36 | | | |
| | | | G-36 | | | |
| | | | G-36 | | | |
| | | | G-37 | | | |
| | | | G-37 | | | |
| | | | G-37 | | | |
| | | | G-37 | | | |
| | | | G-38 | | | |
| | | | G-38 | | | |
| | | | G-38 | | | |
| | | | G-38 | | | |
| | | | G-39 | | | |
| | | | G-39 | | | |
| | | | G-40 | | | |
| | | | G-40 | | | |
| | | | G-40 | | | |
| | | | G-40 | | | |
| | | | G-41 | | | |
| | | | G-41 | | | |
| | | | G-43 | | | |
| | | | G-43 | | | |
| | | | G-45 | | | |
| | | | G-46 | | | |
| | | | G-46 | | | |
| | | | G-47 | | | |
| | | | G-47 | | | |
| | | | G-47 | | | |
| | | | G-48 | | | |
| | | | G-48 | | | |
| | | | G-48 | | | |
| | | | G-48 | | | |
| | | | G-48 | | | |
| | | | G-48 | | | |
| | | | G-48 | | | |
| | | | G-49 | | | |
| | | | G-49 | | | |
| | | | G-50 | | | |
| | | | G-50 | | | |
| | | | G-50 | | |
| | |
Page
|
| |||
| | | | G-50 | | | |
| | | | G-50 | | | |
| | | | G-50 | | | |
| | | | G-51 | | | |
| | | | G-52 | | | |
| | | | G-52 | | | |
| | | | G-53 | | | |
| | | | G-53 | | | |
| | | | G-53 | | | |
| | | | G-53 | | | |
| | | | G-53 | | | |
| | | | G-54 | | | |
| | | | G-54 | | | |
| | | | G-54 | | | |
| | | | G-54 | | | |
| | | | G-54 | | | |
| | | | G-54 | | | |
| | | | G-54 | | |
| Schedules | |
|
Schedule 1
—
Schedule of Pre-Transaction Members
|
|
|
Schedule 2
—
Schedule of Members
|
|
|
Schedule 3
—
Unvested Earn Out Units
|
|
|
Schedule 4
—
Recapitalization Instrument
|
|
| Exhibits | |
|
Exhibit A
—
Form of Joinder Agreement
|
|
|
Exhibit B-1
—
Form of Agreement and Consent of Spouse
|
|
|
Exhibit B-2
—
Form of Spouse’s Confirmation of Separate Property
|
|
|
Exhibit C
—
Policy Regarding Certain Equity Issuances
|
|
|
Exhibit D
Form of Series C-2 Convertible/Exchangeable Promissory Notes
|
|
Member
|
| |
Class A
Common Units |
| |
Series A
Preferred Units |
| |
Series B
Preferred Units |
| |
Class B-1
Common Units |
| |
Class B-2
Common Units |
| |
Total
Units |
|
C5 Energy Investors LLC
|
| | | | | | | | | | | | | | | | | | |
C5 Impact HPW LLC
|
| | | | | | | | | | | | | | | | | | |
Kamal Ghaffarian Revocable Trust
|
| | | | | | | | | | | | | | | | | | |
IBX Company Opportunity Fund 1, LP
|
| | | | | | | | | | | | | | | | | | |
IBX Company Opportunity Fund 2, LP
|
| | | | | | | | | | | | | | | | | | |
IBX Opportunity GP, Inc.
|
| | | | | | | | | | | | | | | | | | |
Eben Mulder
|
| | | | | | | | | | | | | | | | | | |
Martin Van Staden
|
| | | | | | | | | | | | | | | | | | |
Hatch Ltd.
|
| | | | | | | | | | | | | | | | | | |
XE-1, Ltd.
|
| | | | | | | | | | | | | | | | | | |
Zachry Investments, LLC
|
| | | | | | | | | | | | | | | | | | |
John Shoffner
|
| | | | | | | | | | | | | | | | | | |
Burns & McDonnell Project Investments, LLC
|
| | | | | | | | | | | | | | | | | | |
Deep Field Fermi Fund, LLC
|
| | | | | | | | | | | | | | | | | | |
Sabra Braveheart LLC
|
| | | | | | | | | | | | | | | | | | |
Susan L Hall Revocable Trust
|
| | | | | | | | | | | | | | | | | | |
Kerry Wisnosky
|
| | | | | | | | | | | | | | | | | | |
Mavrik Canada LLC
|
| | | | | | | | | | | | | | | | | | |
Revocable Trust Agreement of Kevin F. Kelly Dated March 2, 2001
|
| | | | | | | | | | | | | | | | | | |
Ronald Trowbridge
|
| | | | | | | | | | | | | | | | | | |
FiftySix Investments LLC
|
| | | | | | | | | | | | | | | | | | |
Alumni Ventures — X-Energy Trust
|
| | | | | | | | | | | | | | | | | | |
X-Energy Management, LLC
|
| | | | | | | | | | | | | | | | | | |
TOTAL | | | | | | | | | | | | | | | | | | | |
| | | | [NAME OF NEW MEMBER] | |
|
By:
Name:
Title:
|
| | ||
| Acknowledged and agreed as of the date first set forth above: | | | ||
| X-ENERGY REACTOR COMPANY, LLC | | | ||
|
By:
[X-Energy, Inc.],
its Manager
|
| | ||
|
Name:
Title: |
| |
| | | | PURCHASER: | | ||||||
| | | | ARES ACQUISITION CORPORATION | | ||||||
| | | | By: | | |
/s/ David B. Kaplan
|
| |||
| | | | | | | Name: | | | David B. Kaplan | |
| | | | | | | Title: | | |
Chief Executive Officer and Co-Chairman
|
|
| | | | COMPANY: | | ||||||
| | | | X-ENERGY REACTOR COMPANY, LLC | | ||||||
| | | | By: | | |
/s/ J. Clay Sell
|
| |||
| | | | | | | Name: | | | J. Clay Sell | |
| | | | | | | Title: | | | Chief Executive Officer | |
| | | | PURCHASER SUPPORT PARTIES: | | ||||||
| | | | ARES ACQUISITION HOLDINGS LP | | ||||||
| | | | By: | | |
/s/ Anton Feingold
|
| |||
| | | | | | | Name: | | | Anton Feingold | |
| | | | | | | Title: | | | Secretary | |
| | | | By: | | |
/s/ Stephen Davis
|
| |||
| | | | | | | Name: | | | Stephen Davis | |
| | | | By: | | |
/s/ Kathryn Marinello
|
| |||
| | | | | | | Name: | | | Kathryn Marinello | |
| | | | By: | | |
/s/ Felicia Thornton
|
| |||
| | | | | | | Name: | | | Felicia Thornton | |
| | |
Page
|
| |||
| | | | I-3 | | | |
| | | | I-3 | | | |
| | | | I-9 | | | |
| | | | I-10 | | | |
| | | | I-10 | | | |
| | | | I-10 | | | |
| | | | I-11 | | | |
| | | | I-11 | | | |
| | | | I-12 | | | |
| | | | I-12 | | | |
| | | | I-13 | | | |
| | | | I-13 | | | |
| | | | I-14 | | | |
| | | | I-14 | | | |
| | | | I-14 | | | |
| | | | I-15 | | | |
| | | | I-15 | | | |
| | | | I-16 | | | |
| | | | I-16 | | | |
| | | | I-16 | | | |
| | | | I-16 | | | |
| | | | I-16 | | | |
| | | | I-16 | | | |
| | | | I-17 | | | |
| | | | I-17 | | | |
| | | | I-17 | | | |
| | | | I-17 | | | |
| | | | I-17 | | | |
| | | | I-18 | | | |
| | | | I-18 | | | |
| | | | I-19 | | | |
| | | | I-20 | | | |
| | | | I-20 | | | |
| | | | I-21 | | | |
| | | | I-21 | | | |
| | | | I-22 | | | |
| | | | I-22 | | | |
| | | | I-22 | | | |
| | | | I-22 | | |
| Exhibits | | | | |
| Exhibit A — Form of Joinder Agreement | | | | |
| | | |
[NAME OF NEW TRA PARTY]
by
Name:
Title: |
|
| Acknowledged and agreed as of the date first set forth above: | | | ||
|
X-ENERGY, INC.
By
Name:
Title: |
| |
Company Member
|
| |
Class A
Common Units |
| |
Class B
Common Units |
| |
Series A
Preferred Units |
| |
Series B
Preferred Units |
| ||||||||||||
Eben Mulder
|
| | | | 2,085,351 | | | | | | — | | | | | | — | | | | | | — | | |
Kamal Ghaffarian Revocable Trust
|
| | | | — | | | | | | — | | | | | | 55,343,915 | | | | | | — | | |
IBX Company Opportunity Fund 1, LP
|
| | | | — | | | | | | — | | | | | | 9,661,210 | | | | | | 548,474 | | |
IBX Company Opportunity Fund 2, LP
|
| | | | — | | | | | | — | | | | | | 16,183,949 | | | | | | — | | |
IBX Opportunity GP, Inc.
|
| | | | — | | | | | | — | | | | | | 1,020 | | | | | | — | | |
GM Enterprises, LLC
|
| | | | — | | | | | | — | | | | | | 9,435,494 | | | | | | — | | |
C5 Energy Investors LLC
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,437,000 | | |
C5 Impact HPW LLC
|
| | | | | | | | | | — | | | | | | — | | | | | | 537,504 | | |
Zachry Investments, LLC
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,218,828 | | |
John Shoffner
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,767,302 | | |
Burns & McDonnell Project Investments, LLC
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,096,948 | | |
XE-1, Ltd.
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,194,451 | | |
Sabra Braveheart LLC
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,096,948 | | |
TOTAL | | | | | 2,085,351 | | | | | | — | | | | | | 90,625,588 | | | | | | 6,606,056 | | |
| If to the Company: | | |
X-Energy Reactor Company, LLC
801 Thompson Avenue, Suite 400 Rockville, MD 20852 Attn: Steve Miller Email: smiller@x-energy.com |
|
| With a copy (which shall not constitute notice) to: | | |
Latham & Watkins LLP
555 Eleventh Street, NW, Suite 1000 Washington, D.C. 20004 Attn: Paul Sheridan; Nicholas P. Luongo Email: paul.sheridan@lw.com;
nick.luongo@lw.com
|
|
| If to SPAC: | | |
Ares Acquisition Corporation
245 Park Avenue, 44th Floor New York, New York Attn: Allyson Satin; Anton Feingold; Eric Waxman
and
Ares Acquisition Corporation
2000 Avenue of the Stars Suite 1200 Los Angeles, CA 90067 Attn: Allyson Satin; Anton Feingold; Eric Waxman Email: asatin@aresmgmt.com
afeingold@aresmgmt.com
ewaxman@aresmgmt.com
|
|
| With a copy (which shall not constitute notice) to: | | |
Kirkland & Ellis LLP
2049 Century Park East, Suite 3700 Los Angeles, CA 90067 Attn: Monica J. Shilling, P.C.; Dov Kogen Email: monica.shilling@kirkland.com
dov.kogen@kirkland.com
|
|
| If to the Investor: | | |
AAC Holdings II LP
2000 Avenue of the Stars Suite 1200 Los Angeles, CA 90067 Attn: Allyson Satin; Anton Feingold; Eric Waxman Email: asatin@aresmgmt.com
afeingold@aresmgmt.com
ewaxman@aresmgmt.com
|
|
| With a copy (which shall not constitute notice) to: | | |
Kirkland & Ellis LLP
2049 Century Park East, Suite 3700 Los Angeles, CA 90067 Attn: Monica J. Shilling, P.C.; Dov Kogen Email: monica.shilling@kirkland.com
dov.kogen@kirkland.com
|
|
| | | | Very truly yours, | | |||
| | | | AAC HOLDINGS II LP | | |||
| | | | By: | | |
/s/ Anton Feingold
Name: Anton Feingold
Title:
Assistant Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ David B. Kaplan
David B. Kaplan
|
| |
Chief Executive Officer and Co-Chairman
(Principal Executive Officer) |
| |
January 25, 2023
|
|
|
/s/ Jarrod Phillips
Jarrod Phillips
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
January 25, 2023
|
|
|
/s/ Michael J Arougheti
Michael J Arougheti
|
| |
Co-Chairman
|
| |
January 25, 2023
|
|
|
/s/ Stephen Davis
Stephen Davis
|
| |
Director
|
| |
January 25, 2023
|
|
|
/s/ Kathryn Marinello
Kathryn Marinello
|
| |
Director
|
| |
January 25, 2023
|
|
|
/s/ Felicia Thornton
Felicia Thornton
|
| |
Director
|
| |
January 25, 2023
|
|
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-4 of our report dated March 4, 2022, relating to the balance sheets of Ares Acquisition Corp. as of December 31, 2021 and 2020, and the related statements of operations, changes in shareholders’ equity (deficit) and cash flows for the year ended December 31, 2021 and the period from January 24, 2020 (inception) through December 31, 2020, appearing in the proxy statement/prospectus, which is a part of this Registration Statement, and to the reference to our Firm under the caption “Experts” in the proxy statement/prospectus.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
January 24, 2023 |
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated January 25, 2023, with respect to the consolidated financial statements of X-Energy Reactor Company, LLC contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in this Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON LLP
Arlington, Virginia
January 25, 2023
Exhibit 23.4
CONSENT OF OCEAN TOMO, LLC
Ares Acquisition Corporation
Special Committee of the Board of Directors
2000 Avenue of the Stars
Suite 1200
Los Angeles, CA 90067
Special Committee of the Board of Directors:
Ocean Tomo, LLC (“Ocean Tomo”), hereby consents to (i) the reference to our fairness opinion, dated December 5, 2022, to the Special Committee of the Board of Directors of Ares Acquisition Corporation (“AAC”) in the filing of the Registration Statement on Form S-4 of AAC, filed on January 25, 2023 (the “Registration Statement”), under the captions “Questions and Answers for Shareholders of AAC,” “Risk Factors,” “The Business Combination Proposal — Background of the Business Combination,” “The Business Combination Proposal — The AAC Board’s and the Special Committee’s Reasons for the Approval of the Business Combination” and (ii) the inclusion of our opinion as Annex N to the Registration Statement.
Notwithstanding the foregoing, it is understood that our consent is being delivered solely in connection with the filing of the above–mentioned version of the Registration Statement and that our opinion is not to be used, circulated, quoted or otherwise referred to in whole or in part in any registration statement (including any subsequent amendments to the above–mentioned Registration Statement), proxy statement/prospectus or any other document, except in accordance with our prior written consent. In giving such consent, we do not admit that we come within the category of persons whose consent is required under, and we do not admit that we are “experts” for purposes of, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
/s/ Gregory Campanella | |
Gregory Campanella | |
Managing Director | |
Ocean Tomo, LLC |
Exhibit 99.2
Consent to be Named as a Director Nominee
In connection with the filing by Ares Acquisition Corporation of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a nominee to the board of directors of Ares Acquisition Corporation following the consummation of the Business Combination, which will be renamed X-Energy, Inc. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: January 25, 2023
By: |
/s/ Kamal Ghaffarian | |
Name: | Dr. Kamal Ghaffarian |
Exhibit 99.3
Consent to be Named as a Director Nominee
In connection with the filing by Ares Acquisition Corporation of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a nominee to the board of directors of Ares Acquisition Corporation following the consummation of the Business Combination, which will be renamed X-Energy, Inc. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: January 25, 2023
By: |
/s/ J. Clay Sell | |
Name: | J. Clay Sell |
Exhibit 107
Calculation of Filing Fee Tables
FORM S-4
(Form Type)
ARES
ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||
Fees to Be Paid | Equity | New X-energy Class A Common Stock (2)(3) | 457(f)(l) | 112,500,000 | $ | 10.12940 | (6) | $ | 1,139,557,500.00000 | 0.0001102 | $ | 125,579.23650 | ||||||||||||||
Fees to Be Paid | Equity | Redeemable Warrants(2)(4) | 457(i) | 35,333,333 | $ | – | (7) | – | – | |||||||||||||||||
Fees to Be Paid | Equity | New X-energy Class A Common Stock issuable upon exercise of the Redeemable Warrants (2)(5) | 457(i) | 35,333,333 | $ | 12.16745 | (7) | $ | 429,916,562.61085 | 0.0001102 | $ | 47,376.80520 | ||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||
Carry Forward Securities | – | – | – | – | – | – | – | – | ||||||||||||||||||
Total Offering Amounts | $ | 1,569,474,062.610850 | $ | 172,956.041700 | ||||||||||||||||||||||
Total Fees Previously Paid | $ | 0.00 | ||||||||||||||||||||||||
Net Fee Due | $ | 172,956.04 |
(1) | Prior to the consummation of the business combination described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), Ares Acquisition Corporation, a Cayman Islands exempted company (“AAC”), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) 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”). All securities being registered will be issued by New X-energy, the continuing entity following the business combination described in this proxy statement/prospectus (the “Business Combination”), which will thereafter be renamed “X-Energy, Inc.”, as further described in the proxy statement/prospectus. |
(2) | Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(3) | The number of shares of Class A common stock, par value $0.0001 per share, of New X-energy (“New X-energy Class A Common Stock”) being registered represents (i) 100,000,000 Class A ordinary shares, par value $0.0001 per share (the “AAC Class A Ordinary Shares”) of AAC, including the AAC Class A Ordinary Shares that were included in the units issued in AAC’s initial public offering (the “IPO”), that were registered pursuant to the Registration Statement on Form S-1 (SEC File No. 333-252163) (the “IPO Registration Statement”) and offered by AAC in the IPO (the “Public Shares”) and (ii) 12,500,000 Class B ordinary shares, par value $0.0001 per shares (the “AAC Class B Ordinary Shares”), of AAC that were initially issued in a private placement prior to the IPO to Ares Acquisition Holdings L.P. (the “Sponsor”) (such AAC Class B Ordinary Shares, the “Founder Shares”) and that are not forfeited in the event of AAC shareholder redemptions. Immediately prior to the Domestication, each Founder Share will be automatically converted 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 into one share of New X-energy Class A Common Stock (provided that each AAC Class A Ordinary Share owned by holders of Public Shares who have validly elected to redeem their Public Shares will be redeemed for cash in an amount equal to the redemption price), (b) each redeemable warrant to purchase one AAC Class A Ordinary Share (the “AAC Warrants”) issued and outstanding as of immediately prior to the Domestication will be automatically become a redeemable warrant to purchase one share of New X-energy Class A Common Stock (“New X-energy Warrants”) on substantially the same terms as the AAC Warrants, and (c) each unit of AAC issued and outstanding as of 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. |
(4) | The number of New X-energy Warrants being registered represents (i) the 20,000,000 AAC Warrants that were registered pursuant to the IPO Registration Statement referenced in note (3) above and offered by AAC in its IPO and (ii) 15,333,333 AAC Warrants that were initially issued in a private placement prior to the IPO to the Sponsor. In connection with the Domestication, each AAC Warrant will be automatically become a New X-energy Warrant. |
(5) | Represents the number of shares of New X-energy Class A Common Stock issuable upon exercise of the New X-energy Warrants described in note (4). Each whole New X-energy Warrant will entitle the warrant holder to purchase one share of New X-energy Class A Common Stock at a price of $11.50 per share. |
(6) | Calculated in accordance with Rule 457(f)(l) under the Securities Act, based on the average of the high and low prices of the AAC Class A Ordinary Shares on the New York Stock Exchange (“NYSE”) on January 18, 2023 (such date being within five business days of the date that this registration statement was first filed with the U.S. Securities and Exchange Commission (the “SEC”)). |
(7) | Calculated in accordance with Rule 457(i) under the Securities Act, based on the sum of (i) the average high and low prices of the AAC Warrants on NYSE on January 18, 2023 (such date being within five business days of the date that this registration statement was first filed with the SEC) and (ii) the $11.50 exercise price of the New X-energy Warrants. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the New X-energy Warrants has been allocated to the New X-energy Class A Common Stock issuable upon exercise of the New X-energy Warrants and included in the registration fee paid in respect of such shares of New X-energy Class A Common Stock. |
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