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): October 18, 2022 (October 13, 2022)
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 1.01 | Entry into a Material Definitive Agreement. |
As previously reported, Infinite Assets, Inc., a Delaware corporation (“Infinite”), and Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), entered into an Agreement and Plan of Merger, dated December 13, 2021 (the “Merger Agreement”), by and among the Company, Infinite and Aries I Merger Sub, Inc., a Delaware corporation (“Merger Sub”). If the Merger Agreement is approved by the Company’s shareholders, and the transactions contemplated by the Merger Agreement are consummated, Merger Sub will merge with and into Infinite, with Infinite surviving the merger as a wholly owned subsidiary of the Company, which will be renamed “InfiniteWorld, Inc.”
On October 13, 2022, the Company and Infinite mutually agreed to waive the exclusivity provisions set forth in Sections 8.03(a) and 8.03(b) of the Merger Agreement for a period of 30 days, commencing on October 13, 2022 and ending on November 12, 2022. The full text of the Merger Agreement is filed as Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 13, 2021, and is incorporated herein by reference.
On October 14, 2022, the Company notified the trustee of the Company’s trust account (the “Trust Account”) that it was extending the time available to the Company to consummate its initial business combination from October 21, 2022 to November 21, 2022 (the “Extension”). The Extension provides Aries with additional time to complete its proposed business combination with Infinite, a Web3 and Metaverse infrastructure company that enables brands and creators to create, monetize, and drive consumer engagement with digital content. The Extension is the third of up to twelve (12) one-month extensions permitted under the Company’s governing documents.
Pursuant to the terms of the Company’s trust agreement, on October 17, 2022, in connection with the 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 November 21, 2022 (or by December 21, 2022, or by the 21st day of each of the immediately succeeding eight (8) calendar months, to the extent that, prior to each such date, the Company exercises an additional one-month extension to extend the time to complete a business combination), the Company will repay the Loan out of the proceeds of the Trust Account released to the Company. If the Company does not complete its initial business combination by November 21, 2022 (or by December 21, 2022, or by the 21st day of each of the immediately succeeding eight (8) calendar months, to the extent that, prior to each such date, the Company exercises an additional one-month extension to extend the time to complete a business combination), the Company will only repay the Loan from funds held outside of the Trust Account.
| Item 9.01 | Financial Statements and 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: October 18, 2022 | | |
