RAM Aries I Acquisition Corporation

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF Aries I ACQUISITION CORPORATION
TO BE HELD ON         , 2022

To the Shareholders of Aries I Acquisition Corporation:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the shareholders of Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “Aries,” “we,” “us” or “our”), will be held on              , 2022, at [●] a.m., New York. Due to the public health impact of the COVID-19 outbreak and to support the health and well-being of Aries shareholders and other meeting participants, the Special Meeting will be held at [●] and in a virtual meeting format. You can participate in the Special Meeting, vote, and submit questions via live webcast by visiting [●] the password of [●] and entering the voter control number included on your proxy card. You are cordially invited to attend the Special Meeting for the purpose of considering and voting on the following proposals (unless Aries determines that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated July [●], 2022 and is first being mailed to shareholders on or about that date:

The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow Aries additional time to complete the proposed transactions (the “Business Combination”) pursuant to that certain Business Combination Agreement, dated as of December 13, 2021 (as it may be amended, the “Business Combination Agreement”), by and among Aries, Aries I Merger Sub, Inc. (“Merger Sub”) and Infinite Assets, Inc., a Delaware corporation (“Infinite”), whereby Merger Sub will merge with and into Infinite with Infinite surviving the merger as a wholly-owned subsidiary of Aries, which will be renamed “InfiniteWorld, Inc.” (“New Infinite”).

The Articles of Association and Trust Agreement currently provide that the Company has the right to extend the Combination Period two (2) times for an additional three (3) months each time (each an “Extension Period”) from May 21, 2022 (i.e., 12 months after the consummation of the IPO) up to November 21, 2022 (i.e., 18 months from the consummation of the IPO). On May 19, 2022, Aries Acquisition Partners, Ltd. (the “Sponsor”) deposited $1,078,125 into the trust account (the “Trust Account”) to fund the first Extension Period. Taking into account the first Extension Period, Aries has until August 21, 2022 to complete its initial business combination (as extended, the “Termination Date”). The only way to extend the Combination Period after August 21, 2022 without the need for a separate shareholder vote under the Articles of Association and the Trust Agreement is for the Sponsor, upon five (5) days’ advance notice prior to the applicable deadline, to deposit into the Trust Account $1,078,125, for one additional three-month extension.

If both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company will instead have the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time up to the Extended Date, provided that the Extension Payment is deposited into the Trust Account on or prior to the date of each applicable deadline. However, even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Aries may nevertheless choose not to amend the Articles of Association and may either liquidate or deposit $1,078,125 into the Trust Account to extend the Combination Period to November 21, 2022 and, if the Combination Period is so extended to November 21, 2022, you will not be entitled to redeem your shares until November 21, 2022. Aries is required to use all reasonable best efforts to cause each Extension to be effected, including causing the Sponsor to fund each Extension under the Business Combination Agreement. 

Currently, the Company may extend the Termination Date to November 21, 2022 by depositing $1,078,125 into the Trust Account. Aries’s board of directors (the “Board”) has determined that it is in the best interests of Aries to seek an extension of the Termination Date and have Aries’ shareholders approve the Extension Amendment Proposal to allow for additional time to consummate the Business Combination if needed. Aries intends to call an additional extraordinary general meeting of its shareholders to approve the Business Combination at a future date (referred to herein as the “Business Combination Special Meeting”). While Aries is using its best efforts to complete the Business Combination on or before the Termination Date, the Board believes that it is in the best interests of Aries shareholders that an extension of the Combination Period (the “Extension”) be obtained so that Aries will have an additional amount of time to consummate the Business Combination. Without the Extension, Aries believes that there is significant risk that Aries will not, despite its best efforts, be able to complete the Business Combination on or before the Termination Date. If that were to occur, Aries would be precluded from completing the Business Combination and would be forced to liquidate even if Aries shareholders are otherwise in favor of consummating the Business Combination.

As contemplated by the Articles of Association, the holders Aries’ Class A ordinary shares, par value $0.0001 per share, (the “Ordinary Shares”), issued as part of the units sold in the IPO (the “Public Shares”) may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable, calculated as of two (2) business days prior to the consummation of the Special Meeting (the “Redemption”). You may elect to redeem your Public Shares in connection with the Special Meeting. However, Aries will not proceed with the Extension or the Redemption if Aries will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

On the Record Date (defined below), the redemption price per Public Share was approximately $[●] (which is expected to be the same approximate amount two (2) business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $[●] million as of the Record Date (including interest not previously released to Aries to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Ordinary Shares on Nasdaq on the Record Date was $[●]. Accordingly, if the market price of the Ordinary Shares were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $[●] less per share than if the Public Shares were sold in the open market. Aries cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Aries believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if Aries does not complete the Business Combination on or before the Termination Date.

Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. In addition, Aries will not proceed with the Extension or the Redemption if Aries will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and Aries Acquisition Partners Ltd. (the “Sponsor”) does not elect to extend the Termination Date by further funding the Trust Account, or if Aries is otherwise unable to consummate its initial business combination by the Termination Date, Aries will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Aries’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Aries’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Aries’s obligations under the Companies Act, to provide for claims of creditors and other requirements of applicable law.

To exercise your redemption rights, you must tender your Public Shares to Aries’s transfer agent at least two (2) business days prior to the Special Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Class B Ordinary Shares, par value $0.0001 per share, held by the Sponsor (the “Founder Shares”), present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter.

Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares, present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter. Pursuant to the Trust Agreement, we are in discussions to obtain written consent from the Underwriters.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares, present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal at the Special Meeting.

Record holders of Ordinary Shares and Founder Shares at the close of business on [●], 2022 (the “Record Date”) are entitled to vote or have their votes cast at the Special Meeting. On the Record Date, there were [●] issued and outstanding Ordinary Shares and 3,593,750 Founder Shares issued and outstanding. Aries’s warrants do not have voting rights.

This proxy statement contains important information about the Special Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Special Meeting, Aries urges you to read this material carefully and vote your shares.

This proxy statement is dated [●], 2022 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Aries I Acquisition Corporation

Thane Ritchie

Chairman of the Board

table of contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Aries’s current views with respect to, among other things, Aries’s pending Business Combination with Infinite, its capital resources and results of operations. Likewise, Aries’s financial statements and all of Aries’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect Aries’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Aries does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect Aries’s good faith beliefs, they are not guarantees of future performance. Aries disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Aries’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in Aries’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022 and amended by other reports Aries filed with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Aries (or to third parties making the forward-looking statements).

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q.            Why am I receiving this proxy statement?

A total of $145,187,500 of the net proceeds from Aries’s IPO and the private placement with the Sponsor, Aries’s officers and directors and the holders of the Founder Shares prior to the IPO (the “initial shareholders”) were deposited in the Trust Account established for the benefit of the holders of Public Shares. An additional $1,078,125 was additionally deposited by the Sponsor into the trust account on May 19, 2022, in connection with the first Extension Period.

Like most blank check companies, the Articles of Association provides for the return of the IPO proceeds held in trust to the holders of Public Shares sold in the initial public offering if there is no qualifying business combination(s) consummated on or before the Termination Date.

Aries believes that it is in the best interests of Aries shareholders to continue Aries’s existence until the Extended Date if necessary, in order to allow Aries additional time to complete the Business Combination and is therefore holding this Special Meeting.

Aries intends to hold the Business Combination Special Meeting to approve the Business Combination at a future date.

Q.            When and where is the Special Meeting?

Q.            What do I need in order to be able to participate in the Special Meeting online?

Q.            What are the specific proposals on which I am being asked to vote at the Special Meeting?

If the Extension is implemented and one or more Aries shareholders elect to redeem their Public Shares pursuant to the Redemption, Aries will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder of the funds in the Trust Account for Aries’s use in connection with consummating the Business Combination on or before the Extended Date.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, and Sponsor does not elect to extend the Termination Date by further funding the Trust Account, or if Aries is otherwise unable to consummate its initial business combination by the Termination Date, Aries will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Aries’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Aries’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Aries’ obligations under the Companies Act, to provide for claims of creditors and other requirements of applicable law.

The initial shareholders waived their rights to participate in any liquidating distribution with respect to the 3,593,750 Founder Shares held by them. There will be no distribution from the trust account with respect to Aries’s warrants, which will expire worthless in the event Aries dissolves and liquidates the trust account.

The Adjournment Proposal is conditioned on Aries not obtaining the necessary votes for approving the Extension Amendment Proposal and the Trust Agreement Amendment Proposal prior to the Special Meeting in order to seek additional time to obtain sufficient votes in support of the Extension.

While Aries is using its best efforts to complete the Business Combination on or before the Termination Date, the Board believes that it is in the best interests of Aries shareholders that the Extension be obtained so that, in the event the Business Combination is for any reason not able to be consummated on or before the Termination Date, Aries will have an additional amount of time to consummate the Business Combination. Without the Extension, Aries believes that there is significant risk that Aries will not, despite its best efforts, be able to complete the Business Combination on or before the Termination Date. If that were to occur, Aries would be precluded from completing the Business Combination and would be forced to liquidate even if Aries shareholders are otherwise in favor of consummating the Business Combination.

Aries believes that given Aries’s expenditure of time, effort and money on the Business Combination, circumstances warrant ensuring that Aries is in the best position possible to consummate the Business Combination and that it is in the best interests of Aries shareholders that Aries obtain the Extension if needed. Aries believes the Business Combination will provide significant benefits to its shareholders. For more information about the Business Combination, see the Form 8-K filed by Aries with the SEC on December 13, 2021.

You are not being asked to vote on the Business Combination at the Special Meeting. The vote by Aries shareholders on the Business Combination will occur at an extraordinary general meeting of Aries shareholders, to be held on at a later date, and the solicitation of proxies from Aries shareholders in connection with such separate Business Combination Special Meeting, and the related right of Aries shareholders to redeem in connection with the Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are implemented, you should elect to “redeem” your Public Shares in connection with the Special Meeting.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved by Aries shareholders, Aries may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension. If the Adjournment Proposal is not approved by Aries shareholders, the Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

Q.            What vote is required to approve the proposals presented at the Special Meeting?

Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of sixty-five percent (65%) of the votes cast by the holders of the Ordinary Shares and the Founder Shares present themselves or represented by proxy at the Special Meeting and entitled to vote thereon and the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of at least a majority of the votes cast by the holders of the Ordinary Shares and the Founder Shares present themselves or represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, an Aries’s shareholder’s failure to vote by proxy or to vote oneself at the Special Meeting will not be counted towards the number of Ordinary Shares and Founder Shares required to validly establish a quorum. However, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting and will have no effect on the outcome of any vote on the Adjournment Proposal. The presence, oneself or by proxy, at the Special Meeting of the holders of outstanding Ordinary Shares and Founder Shares representing a majority of the voting power of all issued and outstanding Ordinary Shares and Founder Shares entitled to vote as of the Record Date at the Special Meeting shall constitute a quorum for the vote on the Adjournment Proposal.

Q.            Why should I vote “FOR” the Extension Amendment Proposal?

The Board believes that it is in the best interests of Aries shareholders that the Extension be obtained so that, in the event the Business Combination is for any reason not able to be consummated on or before the Termination Date, Aries will have an additional amount of time to consummate the Business Combination. Without the Extension, Aries believes that there is significant risk that Aries will not, despite its best efforts, be able to complete the Business Combination on or before the Termination Date. If that were to occur, Aries would be precluded from completing the Business Combination and would be forced to liquidate even if Aries shareholders are otherwise in favor of consummating the Business Combination.

Aries believes that given Aries’s expenditure of time, effort and money on the Business Combination, circumstances warrant ensuring that Aries is in the best position possible to consummate the Business Combination and that it is in the best interests of Aries shareholders that Aries obtain the Extension if needed. Aries believes the Business Combination will provide significant benefits to its shareholders. For more information about the Business Combination, see the Form 8-K filed by Aries with the SEC on December 13, 2021.

Q.            Why should I vote “FOR” the Trust Agreement Amendment Proposal?

The Board believes that it is in the best interests of Aries shareholders that the Extension be obtained so that, in the event the Business Combination is for any reason not able to be consummated on or before the Termination Date, Aries will have an additional amount of time to consummate the Business Combination. Without the Extension, Aries believes that there is significant risk that Aries will not, despite its best efforts, be able to complete the Business Combination on or before the Termination Date. If that were to occur, Aries would be precluded from completing the Business Combination and would be forced to liquidate even if Aries shareholders are otherwise in favor of consummating the Business Combination.

Aries believes that given Aries’s expenditure of time, effort and money on the Business Combination, circumstances warrant ensuring that Aries is in the best position possible to consummate the Business Combination and that it is in the best interests of Aries shareholders that Aries obtain the Extension as needed. Aries believes the Business Combination will provide significant benefits to its shareholders. For more information about the Business Combination, see the Form 8-K filed by Aries with the SEC on December 13, 2021.

Q.            Why should I vote “FOR” the Adjournment Proposal?

If presented, the Board unanimously recommends that you vote in favor of the Adjournment Proposal.

Q.            How will the initial shareholders vote?

The initial shareholders and their respective affiliates are not entitled to redeem any Founder Shares in connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. On the Record Date, the Sponsor, Aries’s directors, officers and its initial shareholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 3,593,750 Founder Shares held by the Sponsor and the officers and directors of Aries, representing approximately twenty percent (20%) of Aries’s issued and outstanding shares.

If you fail to vote by proxy or to vote yourself at the Special Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal.

If you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established and will have no effect on the outcome of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Adjournment Proposal will not be presented for a vote.

Q.            What happens if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved?

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved at the Special Meeting or at any adjournment thereof and the Sponsor does not elect to extend the Termination Date by further funding the Trust Account, or if Aries is otherwise unable to consummate its initial business combination by the Termination Date, Aries will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Aries’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Aries’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Aries’s obligations under the Companies Act to provide for claims of creditors and other requirements of applicable law.

The Sponsor and the officers, directors and the initial shareholders of Aries waived their rights to participate in any liquidation distribution with respect to the 3,593,750 Founder Shares held by them. There will be no distribution from the Trust Account with respect to Aries’s warrants, which will expire worthless in the event Aries dissolves and liquidates the Trust Account.

Q.            If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, what happens next?

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of Aries held by Aries’s officers, directors, the Sponsor and its affiliates. In addition, the Articles of Association provides that Aries cannot redeem or repurchase Public Shares to the extent such redemption would result in Aries’s failure to have at least $5,000,001 of net tangible assets upon its consummation of the Extension in accordance with the Articles of Association. As a result, Aries will not proceed with the Extension or the Redemption if Aries will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

Even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Aries may nevertheless choose not to amend the Articles of Association and may either liquidate or deposit $1,078,125 into the Trust Account to extend the Combination Period to November 21, 2022 and, if the Combination Period is so extended to November 21, 2022, you will not be entitled to redeem your shares until November 21, 2022. Aries is required to use all reasonable best efforts to cause each Extension to be effected, including causing the Sponsor to fund each Extension under the Business Combination Agreement.

Q.            Am I able to exercise my redemption rights in connection with the Business Combination?

Q.            Do I need to request that my shares be redeemed whether I vote for or against the Extension Amendment Proposal or the Trust Agreement Amendment Proposal?

Q.            May I change my vote after I have mailed my signed proxy card?

You also may revoke your proxy by sending a notice of revocation to Aries’s Secretary, which must be received by Aries’s Secretary on or before the Special Meeting. Attending the Special Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Q.            How are votes counted?

Q.            If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

Q.            What constitutes a quorum at the Special Meeting?

One or more shareholders who together hold not less than a majority of the issued and outstanding Ordinary Shares and the Founder Shares entitled to attend and vote at the Special Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. 

Q.            How do I vote?

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [●] a.m., New York Time, on [●], 2022.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting [●] and entering the voter control number included on your proxy card.

Voting by Telephone. Dial toll-free [●] in the United States or [●] from foreign countries and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York Time on [●], 2022 to be counted.

The Board has also determined that the Trust Agreement Amendment Proposal is in the best interests of Aries and its shareholders. The Board unanimously recommends that Aries shareholders vote “FOR” the Trust Agreement Amendment Proposal.

Additionally, the Board has determined that the Adjournment Proposal is in the best interests of Aries and its shareholders. The Board unanimously recommends that Aries shareholders vote “FOR” the Adjournment Proposal.

Q.            If I am a Unit holder, can I exercise redemption rights with respect to my Units?

If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights. 

Q.            What do I need to do now?

Q.            How do I exercise my redemption rights?

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30^th Floor 

New York, NY 10004 

Attn: [●] 

Email: [●]@continentalstock.com

In order to exercise your redemption rights, you must, prior to 4:30 p.m. New York Time on [●], 2022 (two (2) business days before the special meeting), (i) submit a written request to the Trustee, that Aries redeem your Public Shares for cash, and (ii) deliver your shares to the Trustee physically or electronically through DTC. The address of Aries’s transfer agent is listed under the question “Who can help answer my questions?” below. Aries requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your shares are delivered to Aries’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Aries’s transfer agent will need to act to facilitate the request. It is Aries’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because Aries does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Aries’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer my questions?”

Aries shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two (2) business days prior to the vote on the proposal to approve the Extension Amendment at the Special Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal is approved. 

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q.            What should I do if I receive more than one (1) set of voting materials for the Special Meeting?

Separate voting materials will be mailed to Aries shareholders for the Business Combination Special Meeting to be held on a later date. Please be sure to complete, sign, date and return each proxy card and voting instruction card received relating to both the Special Meeting.

Q.            Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

Q.            Who can help answer my questions?

Aries I Acquisition Corporation
 23 Lime Tree Bay, P.O. Box 1569

Grand Cayman, Cayman Islands, KY-1110
Attention: [●]
Email: [●]

You may also contact the proxy solicitor for Aries at:

[●]

To obtain timely delivery, Aries shareholders must request the materials no later than [●], 2022, or five (5) business days prior to the date of the Special Meeting. You may also obtain additional information about Aries from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or before 4:30 p.m., New York Time, on [●], 2022 (two business days before the Special Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”. If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the transfer agent:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30^th Floor

New York, NY 10004

Attn: [●] 

Email: [●]@continentalstock.com

SPECIAL MEETING OF ARIES SHAREHOLDERS

This proxy statement is being provided to Aries shareholders as part of a solicitation of proxies by the Board for use at the Special Meeting of Aries shareholders to be held on               , 2022, and at any adjournment thereof. This proxy statement contains important information regarding the Special Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about [●], 2022 to all shareholders of record of Aries as of [●], 2022, the record date for the Special Meeting. Shareholders of record who owned Ordinary Shares or Founder Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Special Meeting.

Date, Time and Place of Special Meeting

The Special Meeting will be held at [●], New York Time, on               , 2022 at [●] and via live webcast at visiting [●] with the password of [●]. The Special Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.

Proposals at the Special Meeting

At the Special Meeting, Aries shareholders will consider and vote on the following proposals:

Voting Power; Record Date

As a shareholder of Aries, you have a right to vote on certain matters affecting Aries. The proposals that will be presented at the Special Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Special Meeting if you own Ordinary Shares or Founder Shares at the close of business on             , 2022, which is the Record Date for the Special Meeting. You are entitled to one (1) vote for each Ordinary Share or Founder Share that you own as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were [●] issued and outstanding Ordinary Shares, of which [●] shares were held by holders of Public Shares and 3,593,750 Founder Shares were held by the initial shareholders.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

Quorum and Required Vote for Proposals for the Special Meeting

The approval of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter. One or more shareholders who together hold not less than a majority of the issued and outstanding Ordinary Shares and Founder Shares entitled to attend and vote at the Special Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Extension Amendment Proposal.

Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares present in person or represented by proxy at the Special Meeting and the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Trust Agreement Amendment Proposal and Adjournment Proposal.

It is possible that Aries will not be able to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved. If Aries fails to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal and the Trust Agreement Amendment are approved, Aries will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares.

Voting Your Shares – Shareholders of Record

If you are an Aries shareholder of record, you may vote by mail, Internet or telephone. Each Ordinary Share or Founder Share that you own in your name entitles you to one (1) vote on each of the proposals for the Special Meeting. Your one (1) or more proxy cards show the number of Ordinary Shares or Founder Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board unanimously recommends voting “FOR” the Extension Amendment Proposal, ‘FOR” the Trust Agreement Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by [●], New York Time, on [●], 2022.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting [●] and entering the voter control number included on their proxy card.

Voting by Telephone. Dial toll-free [●] in the United States or [●] from foreign countries and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York Time on [●], 2022 to be counted.

Voting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from Aries. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Special Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Special Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, you must then register to attend the Special Meeting by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address to the Trustee. Requests for registration should be directed to [●]@continentalstock.com or to facsimile number [●]. Written requests can be mailed to:

Continental Stock Transfer & Trust Company, LLC 

Attn: [Proxy Tabulation] Department 

1 State Street, 30^th Floor 

New York, NY 10004

Requests for registration must be labeled as “Legal Proxy” and be received no later than 4:30 p.m., New York Time, on [●].

You will receive a confirmation of your registration by email after Aries receives your registration materials. You may attend the Special Meeting by visiting [●] with the password of [●]. You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Special Meeting. Follow the instructions provided to vote. Aries encourages you to access the Special Meeting prior to the start time leaving ample time for the check in.

Attending the Special Meeting

The Special Meeting will be held at [●] New York Time, on [●], 2022 and virtually via live webcast on the Internet. You will be able to attend the Special Meeting virtually by visiting [●] with the password of [●]. In order to vote or submit a question during the Special Meeting, you will also need the voter control number included on your proxy card. If you do not have the control number, you will be able to listen to the Special Meeting only by registering as a guest and you will not be able to vote or submit your questions during the Special Meeting.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Special Meeting or at the Special Meeting by doing any one of the following:

No Additional Matters

The Special Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Under the Articles of Association, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement, which serves as the notice of the Special Meeting.

Aries intends to hold the Business Combination Special Meeting to approve the Business Combination at a future date.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call [●], Aries’s proxy solicitor, at [●] or banks and brokers can call at [●].

Redemption Rights

In connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each holder of Public Shares may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes. If you exercise your Redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, Aries will not proceed with the Extension or the Redemption if Aries will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

Even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Aries may nevertheless choose not to amend the Articles of Association and may either liquidate or deposit $1,078,125 into the Trust Account to extend the Combination Period to November 21, 2022 and, if the Combination Period is so extended to November 21, 2022, you will not be entitled to redeem your shares until November 21, 2022. Aries is required to use all reasonable best efforts to cause each Extension to be effected, including causing the Sponsor to fund each Extension under the Business Combination Agreement.

In order to exercise your Redemption rights you must:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30^th Floor 

New York, NY 10004 

Attn: [●] 

Email: [●]@continentalstock.com

and

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Special Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding Units must separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee, with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $[●] million as of the Record Date. Prior to their exercising Redemption rights, Aries shareholders should verify the market price of the Ordinary Shares, as shareholders may receive higher proceeds from the sale of their Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Ordinary Shares when you wish to sell your shares.

If you exercise your Redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of Aries, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

If the Extension Amendment Proposal is not approved and the Sponsor does not elect to extend the Termination Date by further funding the Trust Account, Aries will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares and all of Aries’s warrants will expire worthless.

Your right to redeem in connection with the Special Meeting relating to the Extension Amendment Proposal and the Trust Agreement Amendment Proposal does not affect the right of Aries shareholders to elect to redeem their Public Shares in connection with the Business Combination, which is a separate and additional redemption right available to Aries shareholders.

Appraisal Rights

There are no appraisal rights available to Aries shareholders in connection with the Extension Amendment Proposal.

Proxy Solicitation Costs

Aries is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the Internet. Aries has engaged [●] to assist in the solicitation of proxies for the Special Meeting. Aries and its directors, officers and employees may also solicit proxies on the Internet. Aries will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Aries will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. Aries will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Aries shareholders. Directors, officers and employees of Aries who solicit proxies will not be paid any additional compensation for soliciting.

Interests of the Initial Shareholders

In considering the recommendation of our board to vote in favor of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. Aries’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to shareholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

Additionally, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and Aries consummates an initial business combination, the officers and directors of Aries may have additional interests as described in the proxy statement/prospectus for such transaction.