TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo December 13, 2022 David Kaplan Chief Executive Officer Ares Acquisition Corp 245 Park Avenue, 44th Floor New York, NY 10167 Re: Ares Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed December 6, 2022 File No. 001-39972 Dear David Kaplan: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to the comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to the comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed December 6, 2022 General 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, David Kaplan Ares Acquisition Corp December 13, 2022 Page 2 which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Melanie Singh at 202-551-4074 or Pam Long at 202-551-3765 with any questions. Sincerely, FirstName LastNameDavid Kaplan Division of Corporation Finance Comapany NameAres Acquisition Corp Office of Real Estate & Construction December 13, 2022 Page 2 cc: Monica Shilling FirstName LastName