Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 19, 2021, the management and Audit Committee of Aries I Acquisition
Corporation (the "Company"), after consultation with Marcum LLP, the Company's
independent registered public accounting firm, concluded that: (x) the Company's
audited balance sheet as of May 21, 2021 filed in the Company's Form 8-K filed
on May 28, 2021 and (y) the Company's unaudited financial statements as of June
30, 2021 contained in the Company's Quarterly Report filed on August 16, 2021
(collectively, the "Non-Reliance Financial Statements"), contained errors
relating to (i) the classification of the $5,000,000 stockholders' equity as
permanent equity, which the Company has determined should be reclassified as
temporary equity; and (ii) the accounting for the sale of indirect interests in
the founder shares by the Company's sponsor to certain anchor investors in
connection with their participation in the Company's initial public offering,
which the Company has determined should be accounted for as a non-cash offering
cost. In light of these errors, it was determined that it is appropriate to
restate the Company's Non-Reliance Financial Statements and that they should no
longer be relied upon.
The reclassification of amounts from permanent equity to temporary equity
results in non-cash financial statement corrections and will have no impact on
the Company's current or previously reported cash position, operating expenses
or total operating, investing or financing cash flows. Further, the additional
offering costs recorded in relation to the anchor investors also result in
non-cash financial statement corrections and will have no impact on the
Company's current or previously reported cash position and investing or
financing cash flows. The "Cash held in trust account" is correctly stated at
$146,768,750 and $145,188,370 in the previously filed audited balance sheet of
May 21, 2021 and Quarterly Report for the period ended June 30, 2021,
respectively.
The Company's Chief Executive Officer and Chief Financial Officer carried out an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon their re-evaluation, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were not effective during the
period the errors described above persisted, due to a material weakness in
internal controls over financial reporting in analyzing complex financial
instruments. Considering this material weakness, the Company performed
additional analysis as deemed necessary to ensure that the Company's unaudited
interim financial statements were prepared in accordance with U.S. generally
accepted accounting principles. The Company will reflect the restatements of the
Company's financial statements identified above in the financial statements
included in the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2021 and accordingly, management believes that the financial
statements included in such report present fairly in all material respects the
Company's financial position, results of operations and cash flows for the
periods presented.
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