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): ~~February~~March 1321, 2023

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 share of Class A ordinary share and one-half of one redeemable warrant	RAMMU	The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share	RAM	The Nasdaq Stock Market LLC

Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	RAMMW	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)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	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 8.01.

Other Events

On ~~February~~March 1321, 2023, Aries I Acquisition Corporation (the “Company”) ~~notified~~announced ~~the~~that ~~trustee~~it ofwill ~~the~~not ~~Company’s~~seek ~~trust~~an ~~account~~extension (of the ~~“Trust~~time ~~Account”) that~~to itcomplete ~~was~~an ~~extending~~initial ~~the~~business ~~time~~combination ~~available~~and tothat it ~~the~~will ~~Company~~redeem toall ~~consummate~~of its ~~initial~~outstanding ~~business~~Class ~~combination~~A ~~from~~ordinary ~~February 21~~shares, ~~2023~~par tovalue ~~March 21,~~$0.0001 ~~2023~~ (the “~~Extension~~Public Shares”)., ~~The~~effective ~~Extension~~as ~~provides~~of the close ~~Company~~of ~~with~~business ~~additional~~on ~~time~~March to21, ~~complete~~2023, abecause the Company will not consummate an initial business combination. ~~The Extension~~within is the ~~seventh~~time ofperiod uprequired by toits ~~twelve~~Amended ~~(12)~~and ~~one-month~~Restated ~~extensions~~Memorandum ~~permitted~~and ~~under~~Articles ~~the~~of ~~Company’s~~Association ~~governing~~(the ~~documents~~“Articles”).

~~Pursuant~~As tostated in the ~~terms~~Company’s ofArticles ~~the~~and in the Company’s ~~trust~~registration ~~agreement,~~statement on ~~February~~Form ~~17,~~S-1 ~~2023~~(Registration No. 333- 253806), ininitially ~~connection~~filed with the ~~Extension,~~United ~~the~~States ~~Company’s~~Securities and ~~sponsor,~~Exchange ~~Aries~~Commission ~~Acquisition Partners,~~(the ~~Ltd.,~~“Commission”) ~~deposited~~on anMarch ~~aggregate~~3, ~~of $80~~2021,~~362.03~~ ~~into~~if the ~~Trust~~Company ~~Account,~~is onunable ~~behalf~~to ofcomplete ~~the~~an ~~Company.~~initial ~~This~~business ~~deposit~~combination within ~~was~~24 ~~made~~months in(or ~~respect of~~by aMarch ~~non-interest~~21, ~~bearing~~2023 ~~loan~~as toset ~~the~~forth ~~Company~~in (the ~~“Loan”~~Articles). Ifof the Company’s ~~completes~~initial apublic ~~business~~offering, ~~combination~~the byCompany ~~March 21, 2023~~will: (ori) bycease ~~April~~all ~~21,~~operations ~~2023,~~except orfor by the ~~21st day~~purpose of ~~each~~winding ofup; ~~the~~(ii) ~~immediately~~as ~~succeeding~~promptly ~~four~~as ~~(4)~~reasonably ~~calendar~~possible ~~months,~~but tonot ~~the~~more ~~extent~~than ten business ~~that~~days thereafter, ~~prior~~redeem tothe ~~each~~Public ~~such date~~Shares, ~~the~~at ~~Company~~a ~~exercises~~per-share anprice, ~~additional~~payable ~~one-month~~in ~~extension~~cash, equal to ~~extend~~ the ~~time~~aggregate toamount ~~complete~~then aon ~~business~~deposit ~~combination), the~~in the Company’s ~~will~~trust ~~repay~~account (the ~~Loan~~“Trust ~~out~~Account”), ofincluding ~~the~~interest ~~proceeds~~earned ofon the Trust Account ~~released~~and tonot ~~the~~previously ~~Company.~~released to If the Company ~~does~~to ~~not~~pay ~~complete~~tax ~~its initial~~obligations, ~~business~~if ~~combination~~any, byless ~~March~~up 21to $100,000 ~~2023~~of ~~(or~~interest byto ~~April~~pay ~~21,~~dissolution ~~2023~~expenses, ordivided by the ~~21st day~~number of ~~each~~the issued ofand ~~the~~Public ~~immediately~~Shares, ~~succeeding~~which redemption will completely extinguish public shareholders’ rights as shareholders (including the ~~four~~right to receive further liquidation distributions, if any); and (4iii) ~~calendar~~as ~~months~~promptly as reasonably possible following such redemption, subject to the ~~extent~~approval ~~that,~~of ~~prior~~the toCompany’s ~~each~~remaining ~~such~~shareholders ~~date,~~and the ~~Company~~Directors, ~~exercises~~liquidate anand ~~additional~~dissolve, ~~one-month~~subject ~~extension~~in tothe ~~extend~~case of the ~~time~~foregoing toclauses ~~complete~~(ii) aand ~~business combination~~(iii), ~~the~~to ~~Company~~its ~~will~~obligations ~~only~~under ~~repay~~Cayman ~~the~~Islands ~~Loan~~law ~~from~~to ~~funds~~provide ~~held~~for ~~outside~~claims of creditors, and in all cases subject to the ~~Trust~~other ~~Account~~requirements of applicable law.

The per-share redemption price for the Public Shares will be approximately $10.51 (the “Redemption Amount”). The balance of the Trust Account as of March 8, 2023 was approximately $24,057,655. In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.

After the redemption is complete, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

The Redemption Amount will be payable to the holders of the Public Shares upon delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

The Company’s sponsor has waived its redemption rights with respect to the outstanding founder shares and private placement warrants. After the redemption is complete, the Company shall cease all operations except for those required to wind up the Company’s business.

The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the Commission in order to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of the Company’s securities under the Securities Exchange Act of 1934, as amended.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

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.

	ARIES I ACQUISITION CORPORATION
	By:	/s/ Paul Wolfe
		Name: Paul Wolfe
		Title: Chief Operating Officer
Dated: February 24, 2023
Dated: March 21, 2023

Filing Compare · Aries I Acquisition Corp.