References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Aries I Acquisition Corporation. References to our
"management" or our "management team" refer to our officers and directors, and
references to the "Sponsor" refer to Aries Acquisition Partners, Ltd. The
following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the unaudited condensed
financial statements and the notes thereto contained elsewhere in this Quarterly
Report. Certain information contained in the discussion and analysis set forth
below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" that are not
historical facts and involve risks and uncertainties that could cause actual
results to differ materially from those expected and projected. All statements,
other than statements of historical fact included in this Quarterly Report
including, without limitation, statements in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward-looking statements. Words such as
"expect," "believe," "anticipate," "intend," "estimate," "seek" and variations
and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future
performance, but reflect management's current beliefs, based on information
currently available. A number of factors could cause actual events, performance
or results to differ materially from the events, performance and results
discussed in the forward-looking statements. For information identifying
important factors that could cause actual results to differ materially from
those anticipated in the forward-looking statements, please refer to the Risk
Factors section of the Company's final prospectus for its Initial Public
Offering (as defined below) filed with the U.S. Securities and Exchange
Commission (the "SEC"). The Company's securities filings can be accessed on the
EDGAR section of the SEC's website at www.sec.gov. Except as expressly required
by applicable securities law, the Company disclaims any intention or obligation
to update or revise any forward-looking statements whether as a result of new
information, future events or otherwise.
Overview
We are a blank check company incorporated on January 15, 2021 as a Cayman
Islands exempted company and formed for the purpose of effectuating a merger,
share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses, which we refer to throughout
this Quarterly Report as our "initial business combination". We intend to
effectuate our initial business combination using cash from the proceeds of our
initial public offering (the "Initial Public Offering") and the private
placement of the Private Placement Warrants (as defined below), the proceeds of
the sale of our shares in connection with our initial business combination
(pursuant to forward purchase agreements or backstop agreements we may enter
into following the consummation of the Initial Public Offering or otherwise),
shares issued to the owners of the target, debt issued to bank or other lenders
or the owners of the target, or a combination of the foregoing.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues
to date. Our only activities for the period January 1, 2022 through September
30, 2022 and for the period from January 15, 2021 (inception) through December
31, 2021 were organizational activities, those necessary to prepare for the
Initial Public Offering, described below, and, after the Initial Public
Offering, identifying a target company for a business combination. We do not
expect to generate any operating revenues until after the completion of our
initial business combination. We will generate non-operating income in the form
of interest income on cash and cash equivalents held after the Initial Public
Offering. We incur expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.
For the three months ended September 30, 2022, we had net income of $352,450,
which resulted from a gain on the change in fair value of warrant liabilities of
$725,372 and dividend income on the Trust Account of $291,832, offset in part by
operating and formation costs of $664,754.
For the three months ended September 30, 2021, we had net income of $6,266,369,
which resulted from a gain on the change in fair value of warrant liabilities of
$6,753,375 and interest income on the Trust Account of $1,869, offset in part by
operating and formation costs of $488,875.
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For the nine months ended September 30, 2022, we had net income of $6,416,596,
which resulted from a gain on the change in fair value of warrant liabilities of
$7,685,022, a gain on the waiver of deferred underwriting commission by the
underwriter of $198,671, and dividend income on the Trust Account of $503,468,
offset in part by operating and formation costs of $1,970,565.
For the period from January 15, 2021 (inception) through September 30, 2021, we
had net income of $3,070,957, which resulted from a gain on the change in fair
value of warrant liabilities of $4,236,313 and interest income on the Trust
Account of $2,739, offset in part by operating and formation costs of $797,682,
and expensed offering costs of $370,413.
Liquidity, Capital Resources, and Going Concern
On May 21, 2021, the Company consummated the Initial Public Offering of
14,375,000 units (the "Units" and, with respect to the Class A ordinary shares
included in the Units sold, the "Public Shares"), including 1,875,000 Units that
were issued pursuant to the underwriters' exercise of their over-allotment
option in full, at $10.00 per Unit, generating gross proceeds of $143,750,000.
Simultaneously with the closing of the Initial Public Offering, we completed the
private sale of 4,456,250 warrants to Aries Acquisition Partners, Ltd. at a
purchase price of $1.00 per warrant (the "Private Placement Warrants"),
generating gross proceeds of $4,456,250. A total of $146,768,750 from the net
proceeds of the sale of the Units in the Initial Public Offering and the sale of
the Private Placement Warrants was placed in a trust account (the "Trust
Account").
For the nine months ended September 30, 2022, net cash used in operating
activities was $700,396, which was due to non-cash adjustments to net income
related to the gain on the change in fair value of warrant liabilities of
$7,685,022, dividend income on investments held in the Trust Account of $503,468
and non-cash adjustments to net income related to the gain on the waiver of
deferred underwriting commissions by the underwriter of $198,671, partially
offset by our net income of $6,416,596 and changes in working capital of
$1,270,169.
For the period from January 15, 2021 (inception) through September 30, 2021, net
cash used in operating activities was $972,453, which was due to non-cash
adjustments to net income related to the gain on change in fair value of warrant
liabilities of $4,236,313, changes in working capital of $174,772, and interest
income on investments held in the Trust Account of $2,739, partially offset by
our net income of $3,070,957 and expensed offering costs of $370,414.
For the nine months ended September 30, 2022, net cash used in investing
activities was $122,040,928, which resulted in cash withdrawn from the Trust
Account for payment to redeeming shareholders of $123,279,777, partially offset
by cash deposited into the Trust Account of $1,238,849.
For the period from January 15, 2021 (inception) through September 30, 2021, net
cash used in investing activities of $145,187,500 was the result of the amount
of net proceeds from the Initial Public Offering and the private placement sale
of warrants being deposited into the Trust Account.
For the nine months ended September 30, 2022, net cash provided by financing
activities was $121,570,928, which resulted from payments to redeeming
shareholders of $123,279,777, partially offset by proceeds from the promissory
notes of $1,708,849.
Net cash provided by financing activities for the period from January 15, 2021
(inception) through September 30, 2021 of $146,977,284 was comprised of
$143,031,250 in proceeds from the issuance of Units in the Initial Public
Offering net of underwriter's discount paid, $4,456,250 in proceeds from the
issuance of warrants in a private placement, and proceeds from the issuance of a
promissory note to our Sponsor of $129,886, offset in part by the payment of
offering costs of $510,216 associated with the Initial Public Offering and
repayment of the outstanding balance on the promissory note to our Sponsor of
$129,886.
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As of September 30, 2022, the Company had $25,856 in cash held outside of the
Trust Account and a working capital deficit of $3,383,941. We intend to use the
funds held outside the Trust Account primarily to identify and evaluate target
businesses, perform business due diligence on prospective target businesses,
travel to and from the offices, plants or similar locations of prospective
target businesses or their representatives or owners, review corporate documents
and material agreements of prospective target businesses, and structure,
negotiate and complete a business combination. The Company has incurred and
expects to continue to incur significant costs in pursuit of its acquisition
plans. In connection with our assessment of going concern considerations in
accordance with ASC Subtopic 205-40, Presentation of Financial Statements -
Going Concern, pursuant to our Amended and Restated Certificate of
Incorporation, we have until December 21, 2022 (or August 21, 2023 if the
Company extends the period to the maximum extent possible) to consummate a
business combination. If a business combination is not consummated by this date,
as it may be extended, there will be a mandatory liquidation and subsequent
dissolution of the Company. See Note 10-Subsequent Events for additional
information.
On May 13, 2022, the Company notified the trustee of the Trust Account that it
was extending the time available to the Company to consummate a Business
Combination from May 21, 2022 to August 21, 2022. Pursuant to the terms of the
trust agreement, the Company's sponsor, Aries Acquisition Partners, Ltd.,
deposited an aggregate of $1,078,125 (the "First Extension Payment") into the
Company's operating account on May 19, 2022, on behalf of the Company. The funds
from the First Extension Payment were then immediately transferred from the
operating account into the Trust Account. This deposit was made in respect of a
non-interest bearing loan by the Sponsor to the Company (the "First Extension
Loan").
As approved by its shareholders at an extraordinary general meeting of
shareholders held on August 12, 2022 (the "Meeting"), on August 15, 2022,
Company 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 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. As approved by its shareholders 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.
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 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, the Company will have 5,889,808 ordinary shares outstanding, which
includes 2,296,058 Public Shares and 3,593,750 Founder Shares (as defined in
Note 5).
On August 16, 2022, the Company notified the trustee of the Company's Trust
Account that it was extending the time available to the Company to consummate
its initial Business Combination from August 21, 2022 to September 21, 2022.
Pursuant to the terms of the Trust Agreement, on August 17, 2022, in connection
with the extension, the Sponsor deposited an aggregate of $80,362.03 (the
"Second Extension Payment") into the Trust Account, on behalf of the Company.
This deposit was made in respect of a non-interest bearing loan by the Sponsor
to the Company (the "Second Extension Loan").
On September 13, 2002, the Company notified the trustee of the Company's Trust
Account that it was extending the time available to the Company to consummate
its initial Business Combination from September 21, 2022 to October 21, 2022.
Pursuant to the terms of the Trust Agreement, on September 16, 2022, in
connection with the extension, the Sponsor deposited an aggregate of $80,362.03
(the Third Extension Payment") into the Trust Account, on behalf of the Company.
This deposit was made in respect of a non-interest bearing loan by the Sponsor
to the Company (the "Third Extension Loan").
If the Company completes a business combination by the then-effective
termination date, the Company will repay the First, Second and Third Extension
Loans out of the proceeds of the Trust Account released to the Company. If the
Company does not complete its initial business combination by the then-effective
termination date, the Company will only repay the First, Second and Third
Extension Loans from funds held outside of the Trust Account. This, as well as
our liquidity condition, raises substantial doubt about our ability to continue
as a going concern. These condensed financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
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In order to finance transaction costs in connection with an intended initial
business combination, our sponsor, its affiliates, our officers or certain of
our directors may, but are not obliged to, loan to us funds as may be required.
If we complete our initial business combination, we may repay such loaned
amounts out of the proceeds of the trust account released to us. In the event
that our initial business combination does not close, we may use a portion of
the working capital held outside the trust account to repay such loaned amounts
but no proceeds from our trust account would be used for such repayment. Prior
to the completion of our initial business combination, we do not expect to seek
loans from parties other than our sponsor, its affiliates or members of our
management team as we do not believe third parties will be willing to loan such
funds and provide a waiver against any and all rights to seek access to funds in
our trust account.
Moreover, we may need to obtain additional financing to complete our initial
business combination, either because the transaction requires more cash than is
available from the proceeds held in our trust account, or because we become
obligated to redeem a significant number of our public shares upon the
completion of the business combination, in which case we may issue additional
securities or incur debt in connection with such business combination. If we
have not consummated our initial business combination within the required time
period because we do not have sufficient funds available to us, we will be
forced to cease operations and liquidate the trust account.
Contractual Obligations
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that
may be issued upon conversion of Working Capital Loans (and any Class A ordinary
shares issuable upon the exercise of the Private Placement Warrants) will have
registration rights to require the Company to register a sale of any of its
securities held by them pursuant to a registration rights agreement. The holders
of these securities are entitled to make up to three demands, excluding short
form demands, that the Company register such securities. In addition, the
holders have certain "piggy-back" registration rights with respect to
registration statements filed subsequent to the completion of a business
combination. The Company will bear the expenses incurred in connection with the
filing of any such registration statements.
Underwriters Agreement
The Company granted the underwriters a 45-day option to purchase up to 1,875,000
additional Units to cover over-allotments at the Initial Public Offering price,
less the underwriting discounts and commissions. The underwriters exercised the
over-allotment option in full on May 21, 2021.
The underwriters were paid a cash underwriting fee of $0.20 per Unit, or
$2,875,000 in the aggregate. In addition, $0.45 per unit, or $6,468,750 in the
aggregate will be payable to the underwriters for deferred underwriting
commissions. In June 2022, one underwriter agreed to waive their rights to their
portion of the fee payable by the Company for deferred underwriting commissions.
Of the total $4,366,406 waived fee, $4,167,735 was recorded to accumulated
deficit and $198,671 was recorded as a gain on the waiver of deferred
underwriting commissions by such underwriter in the condensed statements of
operations. The remaining deferred fee of $2,102,344 will become payable to the
remaining underwriter from the amounts held in the Trust Account solely in the
event that the Company completes a Business Combination, subject to the terms of
the underwriting agreement.
Promissory Notes - Related Party
On January 20, 2021, the Company issued an unsecured promissory note to the
Sponsor (the "Promissory Note"), pursuant to which the Company could borrow up
to an aggregate of $300,000 to cover expenses related to the Initial Public
Offering. The Promissory Note was non-interest bearing and was payable on the
earlier of December 31, 2021 or the consummation of the Initial Public Offering.
The outstanding balance under the Promissory Note of $129,886 was repaid on June
7, 2021. The Company no longer has the ability to borrow under the Promissory
Note.
Sponsor Loan Commitment
On November 15, 2021, the Company received a commitment from the Sponsor. The
commitment provides for loans from the Sponsor to fund the Company's working
capital requirements. The Company may receive loans up to an aggregate of
$600,000. The commitment will continue until the earlier of the consummation by
the Company of an initial business combination or the Company's liquidation.
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On April 8, 2022, the Company issued an unsecured promissory note to the Sponsor
(the "Second Promissory Note"), pursuant to which the Company may borrow up to
an aggregate principal amount of $300,000. The Second Promissory Note is
non-interest bearing and payable on the earlier of: (i) December 31, 2022 or
(ii) the date on which the Company consummates a Business Combination. As of
September 30, 2022 and December 31, 2021, the Company owed $300,000 and $0,
respectively, under the Second Promissory Note.
On June 30, 2022, the Company issued an unsecured promissory note to the Sponsor
(the "Third Promissory Note"), pursuant to which the Company may borrow up to an
aggregate principal amount of $25,000. The Third Promissory Note is non-interest
bearing and payable on the earlier of: (i) December 31, 2022 or (ii) the date on
which the Company consummates a Business Combination. As of September 30, 2022
and December 31, 2021, the Company owed $25,000 and $0, respectively, under the
Third Promissory Note.
On July 8, 2022, the Company issued an unsecured promissory note to the Sponsor
(the "Fourth Promissory Note"), pursuant to which the Company may request a
drawdown from the Sponsor in an aggregate principal amount of $60,000. The
drawdown is to be used for costs and expenses related to the Company's formation
and proposed initial public offering of its securities. The Fourth Promissory
Note is non-interest bearing and payable on the earlier of: (i) the date on
which the Company consummates an initial business combination or (ii) the date
that the liquidation of the Company's trust account is effective. As of
September 30, 2022 and December 31, 2021, the Company owed $60,000 and $0,
respectively, under the Fourth Promissory Note.
On July 11, 2022, the Company issued an unsecured promissory note to the Sponsor
(the "Fifth Promissory Note"), pursuant to which the Company may request a
drawdown from the Sponsor in an aggregate principal amount of $60,000. The
drawdown is to be used for costs and expenses related to the Company's formation
and proposed initial public offering of its securities. The Fifth Promissory
Note is non-interest bearing and payable on the earlier of: (i) the date on
which the Company consummates an initial business combination or (ii) the date
that the liquidation of the Company's trust account is effective. As of
September 30, 2022 and December 31, 2021, the Company owed $60,000 and $0,
respectively, under the Fifth Promissory Note.
On August 31, 2022, the Company issued an unsecured promissory note to the
Sponsor (the "Sixth Promissory Note"), pursuant to which the Company may request
a drawdown from the Sponsor in an aggregate principal amount of $25,000. The
drawdown is to be used for costs and expenses related to the Company's formation
and proposed initial public offering of its securities. The Sixth Promissory
Note is non-interest bearing and payable on the earlier of: (i) the date on
which the Company consummates an initial business combination or (ii) the date
that the liquidation of the Company's trust account is effective. As of
September 30, 2022 and December 31, 2021, the Company owed $25,000 and $0,
respectively, under the Fifth Promissory Note.
Extension Loans
On May 19, 2022, the Company entered into the First Extension Loan. The First
Extension Loan is non-interest bearing and payable on the earlier of: (i) the
date on which the Company consummates a Business Combination or (ii) the date on
which the liquidation of the Trust Account is effective. As of September 30,
2022 and December 31, 2021, the Company owed $1,078,125 and $0, respectively,
under the First Extension Loan. If the Company completes a Business Combination,
the Company would repay the First Extension Loan. In the event that the initial
Business Combination does not close, the Company may use a portion of the
working capital held outside the Trust Account to repay such loaned amounts but
no proceeds from Trust Account would be used for such repayment.
On August 16, 2022, the Company entered into the Second Extension Loan. The
Second Extension Loan is non-interest bearing and payable on the earlier of: (i)
the date on which the Company consummates a Business Combination or (ii) the
date on which the liquidation of the Trust Account is effective. If the Company
completes a Business Combination, the Company would repay the Second Extension
Loan out of proceeds of the Trust Account released to the Company. In the event
that the initial Business Combination does not close, the Company may use a
portion of the working capital held outside the Trust Account to repay such
loaned amounts but no proceeds from Trust Account would be used for such
repayment. As of September 30, 2022 and December 31, 2021, the Company owed
$80,362.03 and $0, respectively.
On September 16, 2022, the Company entered into the Third Extension Loan (see
Note 1). The Third Extension Loan is non-interest bearing and payable on the
earlier of: (i) the date on which the Company consummates a Business Combination
or (ii) the date on which the liquidation of the Trust Account is effective. If
the Company completes a Business Combination, the Company would repay the Second
Extension Loan out of proceeds of the Trust Account released to the Company. In
the event that the initial Business Combination does not close, the Company may
use a portion of the working capital held outside the Trust Account to repay
such loaned amounts but no proceeds from Trust Account would be used for such
repayment. As of September 30, 2022 and December 31, 2021, the Company owed
$80,362.03 and $0, respectively.
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Off-Balance Sheet Arrangements
As of September 30, 2022 and December 31, 2021, we had no off-balance sheet
arrangements that have or are reasonably likely to have a current or future
material effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:
Class A Ordinary Shares Subject to Possible Redemption
All of the 14,375,000 Class A ordinary shares sold as part of the units in our
initial public offering and subsequent partial exercise of the underwriters'
over-allotment option contain a redemption feature which allows for the
redemption of such Public Shares in connection with the Company's liquidation,
if there is a shareholder vote or tender offer in connection with our initial
business combination and in connection with certain amendments to our amended
and restated memorandum and articles of association. In accordance with SEC and
its staff's guidance on redeemable equity instruments, which has been codified
in Accounting Standards Codification ("ASC") Topic 480, Distinguishing
Liabilities from Equity ("ASC 480"), redemption provisions not solely within the
control of the Company require ordinary shares subject to redemption to be
classified outside of permanent equity. Therefore, all Class A ordinary shares
have been classified outside of permanent equity.
The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of redeemable ordinary shares to equal the redemption
value at the end of each reporting period. Increases or decreases in the
carrying amount of redeemable ordinary shares are affected by charges against
additional paid in capital and accumulated deficit.
Warrant Liabilities
The Company accounts for warrants as either equity-classified or
liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in ASC 480 and ASC 815,
Derivatives and Hedging ("ASC 815"). The assessment considers whether the
warrants are freestanding financial instruments pursuant to ASC 480, meet the
definition of a liability pursuant to ASC 480, and whether the warrants meet all
of the requirements for equity classification under ASC 815, including whether
the warrants are indexed to the Company's own ordinary shares, among other
conditions for equity classification. This assessment, which requires the use of
professional judgment, is conducted at the time of warrant issuance and as of
each subsequent quarterly period end date while the warrants are outstanding.
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For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of
additional paid-in capital at the time of issuance. For issued or modified
warrants that do not meet all the criteria for equity classification, the
warrants are required to be recorded at their initial fair value on the date of
issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of the warrants are recognized as a non-cash gain or loss on the
statements of operations. The Company accounts for the public warrants and
Private Placement Warrants in accordance with the guidance contained in ASC
815-40. Such guidance provides that because the warrants do not meet the
criteria for equity treatment thereunder, the public warrants and the Private
Placement Warrants are recorded as a liability. The Company utilized a Modified
Monte Carlo simulation model for the initial valuation of the Public Warrants.
The subsequent measurement of the Public Warrants is classified as Level 1 due
to the use of an observable market quote in an active market under the ticker
RAMMW. The Company utilizes a Modified Black-Scholes simulation model to value
the Private Placement Warrants.
Net Income Per Ordinary Share
Net income per ordinary share is computed by dividing net income by the
weighted-average number of ordinary shares outstanding during the period.
Re-measurement associated with the redeemable Class A ordinary shares is
excluded from net income per share as the redemption value approximates fair
value. Therefore, the earnings per share calculation allocates income and losses
shared pro rata between Class A and Class B ordinary shares. As a result, the
calculated net income per share is the same for Class A and Class B ordinary
shares. The Company has not considered the effect of the Public Warrants and
Private Placement Warrants to purchase an aggregate of 11,643,750 shares in the
calculation of diluted net income per share, since the exercise of the warrants
is contingent upon the occurrence of future events.
Forward Purchase Agreement
The Company accounts for the Forward Purchase Agreement ("FPA") as an equity
instrument indexed to the Company's own ordinary shares based on an assessment
of the specific terms of the FPA and applicable authoritative guidance in
Financial Accounting Standards Board ("FASB") ASC 480 and ASC 815. The
assessment considers whether the FPA is a freestanding financial instrument
pursuant to ASC 480 and meets the definition of a derivative asset or liability
pursuant to ASC 480. Given that the ordinary shares included in the FPA do not
contain any provisions which would preclude equity classification, such shares
are classified in equity.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on the
Company's financial statements.
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ARIES I ACQUISITION CORPORATION 
