Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
17 November 2021 - 9:09AM
Edgar (US Regulatory)
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SEC FILE NUMBER
001-40421
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CUSIP NUMBERS
G0542N115
G0542N107
G0542N123
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): ¨ Form
10-K ¨ Form 20-F ¨
Form 11-K x Form
10-Q ¨ Form 10-D ¨
Form N-CEN ¨ Form N-CSR
For Period Ended: September 30, 2021
¨ Transition Report on Form 10-K
¨ Transition Report on Form 20-F
¨ Transition Report on Form 11-K
¨ Transition Report on Form 10-Q
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Aries I Acquisition Corporation
Full Name of Registrant
N/A
Former Name if Applicable
23 Lime Tree Bay, P.O. Box 1569
Address of Principal Executive Office (Street
and Number)
Grand Cayman, Cayman Islands, KY-1110
City, State and Zip Code
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
x
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Aries I Acquisition Corporation (the “Company”)
is unable to file its Quarterly Report on Form 10-Q for the period ended September 30, 2021 (the “Form 10-Q”) within the prescribed
time period. While there can be no assurances, the Company is working to file its Quarterly Report on Form 10-Q on or before the fifth
calendar day following the prescribed due date pursuant to the extension provided by Rule 12b-25.
The Company's management, in consultation with its advisors, concluded that 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 Quarterly Report for
the period ended June 30, 2021 filed on August 16, 2021 contained errors relating to (i) the classification of $5,000,000 of
shareholders' 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 amend and restate the
Company's previously issued audited balance sheet as of May 21, 2021 and Quarterly Report for the period ended June 30, 2021 filed
on August 16, 2021 within the Company's Form 10-Q. 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. Following the conclusion of the restatement, the Company anticipates that it will
be in a position to file its Form 10-Q.
PART IV
OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Paul Wolfe
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(630)
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386-5288
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
Yes x No ¨
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(3)
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Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
Yes ¨
No x
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If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
Forward-looking Statements
This Form 12b-25 contains forward-looking statements
that involve risks and uncertainties. These forward-looking statements are identified by words such as “anticipate,” “estimate,”
“will,” “predict,” and the negatives thereof or other comparable terminology or by the context in which they are
made. These forward-looking statements are estimates reflecting the best judgment of senior management and reflect our current expectations
regarding the filing of the Quarterly Report on Form 10-Q. These expectations may or may not be realized. Some of these expectations may
be based on beliefs, assumptions or estimates that may prove to be incorrect, which could result in our expectations not being realized
or otherwise materially affect our ability to file the Quarterly Report on Form 10-Q within the five-day extension period provided by
the rules of the U.S. Securities and Exchange Commission. Such risks and uncertainties include, but are not limited to, those risks and
uncertainties described in greater detail in our filings with the Securities and Exchange Commission. Any forward-looking statements contained
herein speak only as of the date of this Form 12b-25 and we undertake no obligation to revise or update any forward-looking statements
for any reason, except as required by law.
Aries I Acquisition Corporation
(Name of Registrant as Specified in its Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: November 16, 2021
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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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