Item 1.01 Entry into a Material Definitive Agreement

As approved by its shareholders at an extraordinary general meeting of shareholders held on August 12, 2022 (the "Meeting"), on August 15, 2022, Aries I Acquisition Corporation (the "Company" or "Aries") entered into an amendment (the "Trust Amendment") to the investment management trust agreement, dated as of May 18, 2021, with Continental Stock Transfer & Trust Company (the "Trust Agreement"). Pursuant to the Trust Amendment, (1) the Company has the right to extend the date by which it has to complete a business combination (the "Combination Period") up to twelve (12) times for an additional one (1) month each time from August 21, 2022 to August 21, 2023 by depositing into the Trust Account, for each one-month extension, the lesser of (a) $120,000 and (b) $0.035 for each Class A ordinary share outstanding after giving effect to the Redemption (as defined below) and (2) the Company is required to hold the assets solely in cash from and after the effectiveness of the Trust Amendment.

The foregoing description of the Trust Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Amendment which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As approved by its stockholders at the Meeting on August 12, 2022, the Company adopted its Second Amended and Restated Articles of Association on August 12, 2022 (the "Charter Amendment"), giving the Company the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from August 21, 2022 to August 21, 2023.

The foregoing description of the Charter Amendment is a summary only and is qualified in its entirety by reference to the full text of the Charter Amendment, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 12, 2022, the Company held the Meeting. At the Meeting, the Company's shareholders approved the following proposals: (1) a proposal to approve by special resolution an amendment of Aries's Amended and Restated Articles of Association to give the Company the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from August 21, 2022 to August 21, 2023 (i.e., for a period of time ending 27 months after the consummation of its initial public offering) (the "Extension Amendment Proposal"), and (2) a proposal to approve by ordinary resolution an amendment to the Trust Agreement to (i) allow the Company to extend the Combination Period up to twelve (12) times for an additional one (1) month each time from August 21, 2022 to August 21, 2023 by depositing into the Trust Account, for each one-month extension, the lesser of (a) $120,000 and (b) $0.035 for each Class A ordinary share outstanding after giving effect to the Redemption, and (ii) provide that the Company shall hold the assets solely in cash from and after the effectiveness of the Charter Amendment and the Trust Amendment (the "Trust Agreement Amendment Proposal").

The Extension Amendment Proposal and the Trust Agreement Amendment Proposal presented at the Meeting were approved by the Company's shareholders. The final voting results for each Proposal are set forth below.





Extension Amendment Proposal

The Extension Amendment Proposal was approved by special resolution of the Company's shareholders, and received the following votes:





Aries Ordinary Shares   Aries Ordinary Shares   Aries Ordinary Shares
      Votes For             Votes Against            Abstentions
     12,555,789               1,302,836                 6,911

Trust Agreement Amendment Proposal

The Trust Agreement Amendment Proposal was approved by ordinary resolution of the Company's shareholders, and received the following votes:





Aries Ordinary Shares   Aries Ordinary Shares   Aries Ordinary Shares
      Votes For             Votes Against            Abstentions
     12,555,703               1,303,382                 6,451


Item 8.01. Other Events.

In connection with the shareholders' vote at the Meeting, 12,078,942 ordinary shares of the Company exercised their right to redeem such shares (the "Redemption") for a pro rata portion of the funds held in Aries's trust account (the "Trust Account"). As a result, approximately $123.3 million (approximately $10.21 per share) will be removed from the Trust Account to pay such holders and approximately $23.4 million will remain in the Trust Account. Following the aforementioned redemptions, Aries will have 5,889,808 ordinary shares outstanding, which includes 2,296,058 Class A ordinary shares and 3,593,750 Class B ordinary shares.

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits.




Exhibit No.   Description
  3.1           Second Amended and Restated Articles of Association, dated August
              12, 2022
  10.1          Amendment to the Investment Management Trust Agreement, dated August
              15, 2022, by and between Aries I Acquisition Corporation and
              Continental Stock Transfer & Trust Company
104           Cover Page Interactive Data File (embedded with the Inline XBRL
              document

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