Current Report Filing (8-k)
November 22 2021 - 6:04AM
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2021-11-19
2021-11-19
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2021-11-19
2021-11-19
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2021-11-19
2021-11-19
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RAM:RedeemableWarrantsEachWarrantExercisableForOneClassOrdinaryShareEachAtExercisePriceOf11.50PerShareMember
2021-11-19
2021-11-19
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iso4217:USD
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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):
November 19, 2021
ARIES I ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Cayman Islands
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98-1578649
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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
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Trading Symbol(s)
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Name of each exchange on which
registered
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Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
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RAMMU
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The Nasdaq Stock Market LLC
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Class A ordinary shares, par value $0.0001 per share
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RAM
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The Nasdaq Stock Market LLC
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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
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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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Item
4.02.
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Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
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On November 19, 2021, 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 that: (x) the Company’s audited balance sheet as of
May 21, 2021 filed in the Company’s Form 8-K filed on May 28, 2021 and (y) the Company's unaudited financial statements as of
June 30, 2021 contained in the Company's Quarterly Report filed on August 16, 2021 (collectively, the “Non-Reliance Financial
Statements”), contained errors relating to (i) the classification of the $5,000,000 stockholders’ equity as
permanent equity, which the Company has determined should be reclassified as temporary equity; and (ii) the accounting for the sale
of indirect interests in the founder shares by the Company’s sponsor to certain anchor investors in connection with their
participation in the Company’s initial public offering, which the Company has determined should be accounted for as a non-cash
offering cost. In light of these errors, it was determined that it is appropriate to restate the Company’s
Non-Reliance Financial Statements and that they should no longer be relied upon.
The reclassification of amounts from permanent equity to temporary equity results in non-cash financial statement
corrections and will have no impact on the Company's current or previously reported cash position, operating expenses or total
operating, investing or financing cash flows. Further, the additional offering costs recorded in relation to the anchor investors
also result in non-cash financial statement corrections and will have no impact on the Company's current or previously reported cash
position and investing or financing cash flows. The “Cash held in trust account” is correctly stated at $146,768,750 and
$145,188,370 in the previously filed audited balance sheet of May 21, 2021 and Quarterly Report for the period ended June 30, 2021,
respectively.
The Company’s Chief Executive Officer and
Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls
and procedures. Based upon their re-evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that
the Company’s disclosure controls and procedures were not effective during the period the errors described above persisted, due to
a material weakness in internal controls over financial reporting in analyzing complex financial instruments. Considering this material
weakness, the Company performed additional analysis as deemed necessary to ensure that the Company’s unaudited interim financial
statements were prepared in accordance with U.S. generally accepted accounting principles. The Company will reflect the restatements of
the Company’s financial statements identified above in the financial statements included in the Company’s Quarterly Report
on Form 10-Q for the period ended September 30, 2021 and accordingly, management believes that the financial statements included in such
report present fairly in all material respects the Company’s financial position, results of operations and cash flows for the periods
presented.
EXHIBIT INDEX
Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded with the Inline XBRL document).
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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:
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/s/ Paul Wolfe
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Name:
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Paul Wolfe
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Title:
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Chief Operating Officer
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Dated: November 19, 2021
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