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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Infinite Acquisition Corp | NYSE:NFNT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.835 | 0 | 01:00:00 |
Cayman Islands
|
001-41087
|
98-1593937
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
745 Fifth Avenue, 15th Floor
New York, New York
|
10151
|
|
(Address Of Principal Executive Offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered |
||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
|
NFNT.U
|
New York Stock Exchange
|
||
Class A ordinary shares included as part of the units
|
NFNT
|
New York Stock Exchange
|
||
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
|
NFNT WS
|
New York Stock Exchange
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☒
|
Page
|
||
1
|
||
Item 1.
|
1
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
14
|
|
Item 3.
|
18
|
|
Item 4.
|
18
|
|
19
|
||
Item 1.
|
19
|
|
Item 1A.
|
19
|
|
Item 2.
|
19
|
|
Item 3.
|
20
|
|
Item 4.
|
20
|
|
Item 5.
|
20
|
|
Item 6.
|
20
|
Item 1. |
Condensed
Financial Statements
|
March 31, 2023
|
December 31, 2022
|
|||||||
(Unaudited)
|
||||||||
Assets:
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
39,156
|
$
|
65,713
|
||||
Prepaid expenses
|
294,096
|
500,858
|
||||||
Total current assets
|
333,252
|
566,571
|
||||||
Investments held in Trust Account
|
288,625,060
|
285,584,352
|
||||||
Total Assets
|
$
|
288,958,312
|
$
|
286,150,923
|
||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
1,900
|
$
|
4,769
|
||||
Accounts payable - related party
|
162,667
|
132,667
|
||||||
Accrued expenses
|
488,256
|
362,296
|
||||||
Note payable - related party
|
450,000 | 400,000 | ||||||
Total current liabilities
|
1,102,823
|
899,732
|
||||||
Deferred underwriting commissions
|
9,660,000
|
9,660,000
|
||||||
Total liabilities
|
10,762,823
|
10,559,732
|
||||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares subject to possible redemption, $0.0001
par value; 27,600,000 shares issued and outstanding at approximately $10.45 and $10.34 per share redemption value as of March
31, 2023 and December 31, 2022, respectively
|
288,525,060
|
285,484,352
|
||||||
Shareholders’ Deficit:
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none
issued or outstanding as of March 31, 2023 and December 31, 2022
|
-
|
-
|
||||||
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; no
non-redeemable shares issued or outstanding as of March 31, 2023 and December 31, 2022
|
-
|
-
|
||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000
shares issued and outstanding as of March 31, 2023 and December 31, 2022
|
690
|
690
|
||||||
Accumulated deficit
|
(10,330,261
|
)
|
(9,893,851
|
)
|
||||
Total shareholders’ deficit
|
(10,329,571
|
)
|
(9,893,161
|
)
|
||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
|
$
|
288,958,312
|
$
|
286,150,923
|
|
For the Three Months Ended
March 31,
|
|||||||
|
2023
|
2022
|
||||||
Operating expenses
|
||||||||
General and administrative expenses
|
$
|
374,398
|
$
|
388,785
|
||||
General and administrative expenses - related party
|
62,012
|
127,566
|
||||||
Loss from Operations
|
(436,410
|
)
|
(516,351
|
)
|
||||
Income from investments held in Trust Account
|
3,040,708
|
23,920
|
||||||
Net income (loss)
|
$
|
2,604,298
|
$
|
(492,431
|
)
|
|||
|
||||||||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted
|
27,600,000
|
27,600,000
|
||||||
|
||||||||
Basic and diluted net income (loss) per Class A ordinary share
|
$
|
0.08
|
$
|
(0.01
|
)
|
|||
|
||||||||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted
|
6,900,000
|
6,900,000
|
||||||
|
||||||||
Basic and diluted net income (loss) per Class B ordinary share
|
$
|
0.08
|
$
|
(0.01
|
)
|
Ordinary shares
|
Additional
Paid-In
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Deficit
|
|||||||||||||||||||||||||
Class A
|
Class B
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance - December 31, 2022
|
-
|
$
|
-
|
6,900,000
|
$
|
690
|
$
|
-
|
$
|
(9,893,851
|
)
|
$
|
(9,893,161
|
)
|
||||||||||||||
Remeasurement of Class A ordinary shares to redemption value
|
-
|
-
|
-
|
-
|
-
|
(3,040,708
|
)
|
(3,040,708
|
)
|
|||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
2,604,298
|
2,604,298
|
|||||||||||||||||||||
Balance - March 31, 2023 (unaudited)
|
-
|
$
|
-
|
6,900,000
|
$
|
690
|
$
|
-
|
$
|
(10,330,261
|
)
|
$
|
(10,329,571
|
)
|
Ordinary shares
|
Additional
Paid-In
Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Deficit
|
|||||||||||||||||||||||||
Class A
|
Class B
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance - December 31, 2021
|
-
|
$
|
-
|
6,900,000
|
$
|
690
|
$
|
-
|
$
|
(8,356,463
|
)
|
$
|
(8,355,773
|
)
|
||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(492,431
|
)
|
(492,431
|
)
|
|||||||||||||||||||
Balance - March 31, 2022 (unaudited)
|
-
|
$
|
-
|
6,900,000
|
$
|
690
|
$
|
-
|
$
|
(8,848,894
|
)
|
$
|
(8,848,204
|
)
|
For the Three Months Ended
March 31,
|
||||||||
|
2023
|
2022
|
||||||
Cash Flows from Operating Activities:
|
||||||||
Net income (loss)
|
$
|
2,604,298
|
$
|
(492,431
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Income from investments held in Trust Account
|
(3,040,708
|
)
|
(23,920
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
206,762
|
220,008
|
||||||
Accounts payable
|
(2,869
|
)
|
53,436
|
|||||
Accounts payable - related party
|
30,000
|
33,920
|
||||||
Accrued expenses
|
125,960
|
252,831
|
||||||
Net cash (used in) provided by operating activities
|
(76,557
|
)
|
43,844
|
|||||
|
||||||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from note payable to related party
|
50,000
|
-
|
||||||
Offering costs paid
|
-
|
(218,500
|
)
|
|||||
Net cash provided by (used in) financing activities
|
50,000
|
(218,500
|
)
|
|||||
|
||||||||
Net change in cash
|
(26,557
|
)
|
(174,656
|
)
|
||||
|
||||||||
Cash - beginning of the period
|
65,713
|
489,943
|
||||||
Cash - end of the period
|
$
|
39,156
|
$
|
315,287
|
||||
|
||||||||
Supplemental disclosure of noncash activities:
|
||||||||
Remeasurement of Class A ordinary shares to redemption value
|
$
|
3,040,708
|
$
|
-
|
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for
identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which
one or more significant inputs or significant value drivers are unobservable.
|
For the Three Months Ended March 31,
|
||||||||||||||||
|
2023
|
2022
|
||||||||||||||
|
Class A
|
Class B
|
Class A
|
Class B
|
||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income (loss)
|
$
|
2,083,438
|
$
|
520,860
|
$
|
(393,945
|
)
|
$
|
(98,486
|
)
|
||||||
|
||||||||||||||||
Denominator:
|
||||||||||||||||
Weighted average ordinary shares outstanding, basic and diluted
|
27,600,000
|
6,900,000
|
27,600,000
|
6,900,000
|
||||||||||||
|
||||||||||||||||
Basic and diluted net income (loss) per ordinary share
|
$
|
0.08
|
$
|
0.08
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
Class A ordinary shares subject to possible redemption as of December 31, 2022
|
$ |
285,484,352
|
||
Increase in redemption value of Class A ordinary shares subject to redemption
|
3,040,708 |
|||
Class A ordinary shares subject to possible redemption as of March 31, 2023
|
$ |
288,525,060 |
Fair Value Measured as of March 31, 2023
|
||||||||||||
Level 1
|
Level 2
|
Level 3
|
||||||||||
Investments held in Trust Account - U.S. Treasury Securities
|
$
|
288,625,060
|
$
|
-
|
$
|
-
|
Fair Value Measured as of December 31, 2022
|
||||||||||||
Level 1
|
Level 2
|
Level 3
|
||||||||||
Investments held in Trust Account - U.S. Treasury Securities
|
$
|
285,584,352
|
$
|
-
|
$
|
-
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4 |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3. |
Defaults upon Senior Securities
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits.
|
Exhibit
Number
|
Description
|
|
Amended and Restated Memorandum and Articles of Association (1)
|
||
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (1)
|
||
Specimen Unit Certificate (2)
|
||
Specimen Class A Ordinary Share Certificate (2)
|
||
Specimen Warrant Certificate (2)
|
||
Private Placement Warrants Purchase Agreement between the Company and the Sponsor (1)
|
||
Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company (1)
|
||
Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein (1)
|
||
Letter Agreement among the Company, the Sponsor and the Company’s officers and directors (1)
|
||
Administrative Services Agreement between the Company and the Sponsor (1)
|
||
Engagement Letter between the Registrant and LionTree Advisors LLC (3)
|
||
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302
of the Sarbanes Oxley Act of 2002.
|
||
Certification of the Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant
to Section 302 of the Sarbanes Oxley Act of 2002.
|
||
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
||
Certification of the Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
Dated: May 10, 2023
|
INFINITE ACQUISITION CORP.
|
||
By:
|
/s/ David Farber
|
||
Name:
|
David Farber
|
||
Title:
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
1 Year Infinite Acquisition Chart |
1 Month Infinite Acquisition Chart |
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