Current Report Filing (8-k)
August 12 2022 - 6:07AM
Edgar (US Regulatory)
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0001841867
2022-08-09
2022-08-09
0001841867
RAM:UnitsEachConsistingOfOneClassAOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember
2022-08-09
2022-08-09
0001841867
us-gaap:CommonClassAMember
2022-08-09
2022-08-09
0001841867
RAM:RedeemableWarrantsEachWarrantExercisableForOneClassOrdinaryShareEachAtExercisePriceOf11.50PerShareMember
2022-08-09
2022-08-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): August 9, 2022
ARIES I ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-40421 |
|
98-1578649 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
23 Lime Tree Bay, P.O. Box 1569
Grand
Cayman, Cayman Islands
KY-1110
(Address of principal executive offices, including
zip code)
Registrant’s
telephone number, including area code (630) 386-5288
Not
Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
RAMMU |
|
The Nasdaq Stock Market LLC |
|
|
|
|
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Class A ordinary shares, par value $0.0001 per share |
|
RAM |
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The Nasdaq Stock Market LLC |
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|
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Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
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RAMMW |
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The Nasdaq Stock Market LLC |
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
August 9, 2022, the management and Audit Committee of Aries I Acquisition Corporation (the “Company”), after
consultation with Marcum LLP, the Company’s independent registered public accounting firm, concluded (1) that the financial
statements included in the following Company periodic reports filed with the SEC contained errors related to the inaccurate
reporting of the Class A ordinary shares subject to possible redemption at redemption value: (i) the Form 8-K, filed on May 28, 2021 (the
“8-K”); (ii) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on August 16, 2021 (and
subsequently amended on March 30, 2022) (as amended, the “June 2021 10-Q”), (iii) the Quarterly Report on Form 10-Q for
the quarter ended September 30, 2021, filed on November 22, 2021 (and subsequently amended on March 30, 2022) (as amended, the
“September 2021 10-Q”), (iv) the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 16,
2022 (the “March 2022 10-Q” and, collectively with the June 2021 10-Q and the September 2021 10-Q, the
“10-Qs”), and (v) the Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 31, 2022 (the
“10-K”), and (2) that the financial statements included in the 8-K, the 10-Qs and the 10-K should no longer be relied
upon. In light of these errors, the Company plans to amend and restate the financial statements included in the 10-Qs and the 10-K,
which amendments and restatements will be filed as soon as practicable. The Company does not expect any of the above changes will
have any impact on its cash position and cash held in the trust account.
EXHIBIT INDEX
Exhibit No. |
|
Description |
104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ARIES I ACQUISITION CORPORATION |
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By: |
/s/ Paul Wolfe |
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Name: |
Paul Wolfe |
|
|
Title: |
Chief Operating Officer |
Dated: August 11, 2022
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