Item 7.01 Regulation FD Disclosure.
Furnished herewith as Exhibit 99.1 hereto and incorporated by reference herein
is the investor presentation dated
The information referenced under Item 7.01 (including Exhibit 99.1 referenced in Item 9.01 below) of this Current Report on Form 8-K is being "furnished" under "Item 7.01. Regulation FD Disclosure" and, as such, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information set forth in this Current Report on Form 8-K (including Exhibit 99.1 referenced in Item 9.01 below) shall not be incorporated by reference into any registration statement, report or other document filed by the Company pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
In connection with the Business Combination with X-energy, AAC has filed a
registration statement on Form S-4 (as amended by Amendment No. 1 thereto, filed
on
Investors and security holders will be able to obtain free copies of the
Registration Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
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Forward-Looking Statements
This Current Report contains certain forward-looking statements within the
meaning of the federal securities laws with respect to the Contributions and the
Business Combination, including statements regarding the benefits of the
Business Combination, the anticipated timing of the Business Combination, the
markets in which X-energy operates and X-energy's projected future results.
X-energy's actual results may differ from its expectations, estimates and
projections (which, in part, are based on certain assumptions) and consequently,
you should not rely on these forward-looking statements as predictions of future
events. Words such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "continue," and similar expressions are intended to
identify such forward-looking statements. Although these forward-looking
statements are based on assumptions that X-energy and AAC believe are
reasonable, these assumptions may be incorrect. These forward-looking statements
also involve significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. Factors that may cause
such differences include, but are not limited to: (1) the outcome of any legal
proceedings that may be instituted in connection with any proposed business
combination; (2) the inability to complete any proposed business combination or
related transactions; (3) inability to raise sufficient capital to fund our
business plan, including limitations on the amount of capital raised in any
proposed business combination as a result of redemptions or otherwise;
(4) delays in obtaining, adverse conditions contained in, or the inability to
obtain necessary regulatory approvals or complete regulatory reviews required to
complete any business combination; (5) the risk that any proposed business
combination disrupts current plans and operations; (6) the inability to
recognize the anticipated benefits of any proposed business combination, which
may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain key employees; (7) costs related to the
proposed business combination; (8) changes in the applicable laws or
regulations; (9) the possibility that X-energy may be adversely affected by
other economic, business, and/or competitive factors; (10) the ongoing impact of
the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of
the conflict in
The foregoing list of factors is not exhaustive. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by investors as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" section of AAC's Annual Report on Form 10-K, its
subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus
related to the transaction, when it becomes available, and other documents filed
(or to be filed) by AAC from time to time with the
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No Offer or Solicitation
This Current Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Participants in the Solicitation
AAC and certain of its directors and executive officers may be deemed to be
participants in the solicitation of proxies from AAC 's shareholders, in favor
of the approval of the proposed transaction. For information regarding AAC's
directors and executive officers, please see AAC's Annual Report on Form 10-K,
its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or
to be filed) by AAC from time to time with the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Investor Presentation datedMarch 28, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5
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