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.
Item 8.01. Other Events
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.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document)
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