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): ~~January~~February 2413, 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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of Listing.~~Events

On ~~January~~ 24February 13, 2023, Aries I Acquisition Corporation (the “Company”) ~~received~~notified ~~a notice from~~ the ~~staff~~trustee ~~(the “Staff”)~~ of ~~The~~the ~~NASDAQ~~Company’s ~~Stock~~trust ~~Market~~account ~~LLC~~ (the “~~Nasdaq~~Trust Account”) that, ~~for~~it ~~the~~was ~~previous~~extending ~~30 consecutive business days,~~ the ~~minimum~~time ~~Market~~available ~~Value~~to ~~of Listed Securities (“MVLS”) for~~ the Company’s ~~ordinary~~to ~~shares~~consummate ~~was~~its ~~below~~initial ~~the~~business ~~$35~~combination ~~million~~from ~~minimum~~February ~~MVLS~~21, ~~requirement~~2023 ~~for~~to March ~~continued~~21, ~~listing~~2023 ~~on The NASDAQ Capital Market under Nasdaq Listing Rule 5550~~(~~b)(2) (~~the “~~MLVS Rule~~Extension”). InThe ~~accordance~~Extension ~~with Nasdaq~~provides ~~Listing Rule 5810(c)(3)(C),~~ the Company ~~will~~with ~~have~~additional ~~180~~time ~~calendar days, or until July 24, 2023,~~ to ~~regain~~complete ~~compliance~~a ~~with~~business ~~the~~combination. ~~MVLS~~The ~~Rule.~~Extension Tois ~~regain compliance with~~ the ~~MLVS~~seventh ~~Rule, the MVLS for the Company’s ordinary shares must be at least $35 million for a minimum~~ of 10up ~~consecutive~~to ~~business~~twelve ~~days~~(12) ~~at any time during this 180~~one-~~day~~month ~~period.~~extensions Ifpermitted ~~the~~under ~~Company regains compliance with~~ the ~~MLVS Rule, Nasdaq will provide the~~ Company’s ~~with~~governing ~~written confirmation and will close the matter~~documents.

If Pursuant to the terms of the Company’s ~~does~~trust ~~not~~agreement, ~~regain~~on ~~compliance~~February 17, 2023, in connection with the ~~rule~~Extension, the Company’s sponsor, Aries Acquisition Partners, Ltd., deposited an aggregate of $80,362.03 into the Trust Account, on behalf of the Company. This deposit was made in respect of a non-interest bearing loan to the Company (the “Loan”). If the Company completes a business combination by ~~July~~March 2421, 2023 (or by April 21, ~~NASDAQ~~2023, ~~will~~or ~~provide~~by ~~notice~~the 21st day of each of the immediately succeeding four (4) calendar months, to the extent that, prior to each such date, the Company’s ~~ordinary~~exercises ~~shares~~an additional one-month extension to extend the time to complete a business combination), the Company will berepay ~~delisted~~the ~~from~~Loan out of the ~~NASDAQ~~proceeds ~~Capital~~of ~~Market~~the Trust Account released to the Company. InIf the ~~event~~Company does not complete its initial business combination by March 21, 2023 (or by April 21, 2023, or by the 21st day of ~~such~~each ~~notification~~of the immediately succeeding four (4) calendar months, to the ~~Nasdaq~~extent ~~rules~~that, ~~permit~~prior to each such date, the Company exercises an ~~opportunity~~additional one-month extension to extend the time to ~~appeal~~complete ~~NASDAQ’s~~a ~~determination~~business combination), the Company will only repay the Loan from funds held outside of the Trust Account.

The Company is monitoring the MLVS of its ordinary shares and will consider options available to it to potentially achieve compliance

Certain information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with the MLVS Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, that the Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

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: January 30, 2023
Dated: February 24, 2023

Filing Compare · Aries I Acquisition Corp.