6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2012

Commission File Number: 001-35602

INFINITY CROSS BORDER ACQUISITION
CORPORATION

c/o Infinity-C.S.V.C. Management Ltd.

3 Azrieli Center (Triangle Tower)

42nd Floor, Tel Aviv, Israel, 67023

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x                                     Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.      Yes oNo ¨

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):   N/A.

Item 8.01             Other Events

As previously reported on a Form 6-K of Infinity Cross Border Acquisition Corporation (the “Company”), on July 25, 2012 the Company consummated the closing of its initial public offering (“IPO”) of 5,000,000 Units (“Units”), each Unit consisting of one ordinary share, no par value per share (“Ordinary Share”), and a Warrant (“Warrants”) to purchase one Ordinary Share, pursuant to a registration statement on Form S-1 as amended on Form F-1 (File No. 333-173575) (“Registration Statement”). The Units were sold at an offering price of $8.00 per Unit, generating gross proceeds of $40,000,000. The underwriters of the IPO were granted an option to purchase up to an additional 750,000 Units to cover over-allotments, if any (the “Over-Allotment Units”). On July 26, 2012, the underwriters exercised the option in full and, on July 27, 2012, the underwriters purchased all of the Over-Allotment Units, which were sold at an offering price of $8.00 per Unit, generating gross proceeds of $6,000,000.

As previously reported on a Form 6-K of the Company, on July 25, 2012, simultaneously with the closing of the IPO, the Company consummated the private sale of 4,400,000 warrants at a price of $0.50 per warrant, for an aggregate purchase price of $2,200,000. On July 27, 2012, simultaneously with the sale of the Over-Allotment Units, the Company consummated the private sale of an additional 420,000 warrants at a price of $0.50 per warrant, for an aggregate purchase price of $210,000. The private warrants, which were purchased by the sponsors of the Company and EarlyBirdCapital, Inc., the representative of the underwriters of the IPO, are identical to the Warrants included in the Units sold in the IPO except that the private warrants will be exercisable for cash or on a cashless basis, at the option of the holder, and will not be redeemable by the Company so long as they are still held by the initial purchasers or their permitted transferees. Additionally, the period during which the private warrants purchased by EarlyBirdCapital, Inc. are exercisable may not be extended beyond July 19, 2017. The purchasers have agreed that the private warrants will not be sold or transferred by them (except to certain permitted transferees) until after the Company has completed an initial business combination.

Of the proceeds from the IPO and the sale of the private warrants on July 25, 2012, a total of $40,000,000 (or $8.00 per Ordinary Share included in the Units sold in the IPO) was placed in a trust account established for the benefit of the Company’s public shareholders.  An audited balance sheet as of July 25, 2012, reflecting receipt of the proceeds from the IPO and the sale of the private warrants on July 25, 2012, but not the proceeds from the sale of the Over-Allotment Units or the private warrants on July 27, 2012, has been issued by the Company and is included as Exhibit 99.1 to this report on Form 6-K. The Company’s pro forma balance sheet as of July 27, 2012, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the private warrants on July 27, 2012, is included as Exhibit 99.2 to this report on Form 6-K.

Financial Statements and Exhibits

Exhibit Number	Description
99.1	Audited Balance Sheet
99.2	Pro Forma Balance Sheet as of July 27, 2012

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.

Dated:   July 31, 2012

INFINITY CROSS BORDER Acquisition CorpORATION
By:	/s/ Amir Gal-Or
	Name: Amir Gal-Or
	Title:  Co-Chief Executive Officer

EX-99.1

EXHIBIT 99.1

INFINITY CROSS BORDER ACQUISITION CORPORATION

(a corporation in the development stage)

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of  July 25, 2012 and as of March 31, 2012	F-3
Statements of Operations for the period from April 6, 2011 (date of inception) to March 31, 2012, from April 1, 2012 to July 25, 2012 and from April 6, 2011 (date of inception)  to July 25, 2012	F-4
Statements of Changes in Shareholders’ Equity for the period from April 6, 2011 (date of inception) to July 25, 2012	F-5
Statements of Cash Flows for the period from April 6, 2011 (date of inception) to March 31, 2012, from April 1, 2012 to July 25, 2012 and from April 6, 2011 (date of inception) to July 25, 2012	F-6
Notes to Financial Statements	F-7

INFINITY CROSS BORDER ACQUISITION CORPORATION

(a corporation in the development stage)

Report of Independent Registered Public Accounting Firm

To

The Board of Directors and Shareholders of Infinity Cross Border Acquisition Corporation

We have audited the accompanying balance sheet of Infinity Cross Border Acquisition Corporation (a corporation in the development stage) (the "Company") as of July 25, 2012 and March 31, 2012 and the related statement of operations, changes in shareholders' equity, and cash flows for the period from April 6, 2011 (date of inception) to March 31, 2012, for the period from April 1, 2012 to July 25, 2012 and for the period from April 6, 2011 (date of inception) to July 25, 2012 respectively. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles we used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that out audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairly, in all material aspects, the financial position of Infinity Cross Border Acquisition Corporation (a company in the development stage) as of March 31, 2012 and July 25, 2012 and the results of its operations and its cash flows for the period from April 6, 2011 (date of inception) to July 25, 2012, in conformity with U.S. generally accepted accounting principles.

Tel Aviv, Israel	Ziv Haft
July 31, 2012	Certified Public Accountants (Isr.)
	BDO Member Firm

F-2

INFINITY CROSS BORDER ACQUISITION CORPORATION

(a corporation in the development stage)

BALANCE SHEETS

	July 25, 2012			March 31,  2012
ASSETS
Current assets
Cash	$	718,134		$	152
Prepaid expenses		1,525			-
Deferred offering costs (Note 2)		-			62,500
Restricted cash held in Trust (Note 1)		40,000,000			-
Total Assets	$	40,719,659		$	62,652
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Note and advances payable to affiliate (Note 4)	$	139,283		$	55,940
Accrued offering costs		-			8,836
Accrued expenses		72,754			-
Deferred legal fees		100,000			-
Total current liabilities		312,037			64,776
Commitments and Contingencies (Note 1,3,4, 7)
Ordinary shares subject to possible redemption; 4,425,952 shares (at redemption value)		35,407,621			-
Shareholders' Equity:
Ordinary shares, no par value; unlimited shares authorized; 6,437,500 shares issued and outstanding; 1,437,500 issued and outstanding (Note 5)		-			-
Additional paid-in capital		5,033,711			25,000
Deficit accumulated during the development stage		(33,710	)		(27,124	)
Total shareholders’ equity (deficit )		5,000,001			(2,124	)
Total liabilities and shareholders' equity (deficit )	$	40,719,659		$	62,652

The accompanying notes should be read in conjunction with the financial statements

F-3

INFINITY CROSS BORDER ACQUISITION CORPORATION

(a corporation in the development stage)

STATEMENTS OF OPERATIONS

	Period from April 1, 2012 to July 25, 2012			Period from April 6, 2011 (inception) to  March 31, 2012			Period from April 6, 2011 (inception) to July 25, 2012
Formation and operating costs	$	6,586		$	27,124		$	33,710
Net  loss applicable to ordinary shareholders	$	(6,586	)	$	(27,124	)	$	(33,710	)
Weighted average number of ordinary shares outstanding		1,437,500			1,437,500			1,437,500
Basic and  diluted
Net loss per ordinary share -
Basic and diluted	$	-		$	(0.02	)	$	(0.02	)

The accompanying notes should be read in conjunction with the financial statements

F-4

INFINITY CROSS BORDER ACQUISITION CORPORATION

(a corporation in the development stage)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the period from April 6, 2011 (inception) to July 25, 2012

	Ordinary shares				Additional paid-in capital		Deficit accumulated during the development stage			Total Shareholders’ equity
	Shares		Amount
Sale of ordinary shares to Sponsor on April 6, 2011 at approximately $ 0.022 per share (Note 5)		1,150,000	$	-	$	25,000	$	-		$	25,000
Share increase as a result of a 1.25 for 1 forward stock split		287,500
Net loss for the period								(27,124	)		(27,124	)
Balances as of March 31, 2012		1,437,500		-		25,000		(27,124	)		(2,124	)
Proceeds from issuance of warrants						2,200,000					2,200,000
Proceeds from sale of underwriter's purchase option						100					100
Sale of 5,000,000 units through public offering net of underwriter's discount and offering expenses and net of $35,407,621 of proceeds allocable to 4,425,952 shares subject to possible redemption		574,048				2,808,611					2,808,611
Net loss for the period								(6,586	)
Balances as of July 25, 2012		2,011,548				5,033,711		(33,710	)		5,000,001

The accompanying notes should be read in conjunction with the financial statements.

F-5

INFINITY CROSS BORDER ACQUISITION CORPORATION

(a corporation in the development stage)

STATEMENTS OF CASH FLOWS

	Period from April 1, 2012 to July 25, 2012			Period from April 6, 2011 (inception) to March 31, 2012			Period from April 6, 2011 (inception) to July 25, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss for the period	$	(6,586	)	$	(27,124	)		(33,710	)
Change in operating liabilities:
Prepaid expenses		(1,525	)		-			(1,525	)
Accrued expenses		72,754			-			72,754
Deferred legal fees		100,000			-			100,000
Net cash used in operating activities		164,643			(27,124	)		137,519
CASH FLOWS FROM INVESTING ACTIVITIES
Cash contributed to Trust Fund		(40,000,000	)		-			(40,000,000	)
Net cash used in investing activities		(40,000,000	)		-			(40,000,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Deferred offering costs		53,664			(53,664	)		-
Proceeds from sale of ordinary shares to Sponsor		-			25,000			25,000
Proceeds from note and advances payable to affiliate		83,343			55,940			139,283
Proceeds from purchase of underwriters' purchase option		100			-			100
Proceeds from issuance of warrants		2,200,000			-			2,200,000
Portion of net proceeds from sale of units through public offering allocable to shares of common shares subject to possible redemption		34,407,621			-			35,407,621
Net proceeds from sale of units through public offering allocable to shareholders' equity		2,808,611			-			2,808,611
Net cash provided by financing activities		40,553,339			27,276		$	40,580,615
Net increase (Decrease)  in cash		717,982			152			718,134
Cash
Beginning of period		152			-			-
End of period		718,134			152			718,134
SUPPLEMENTAL SCHEDULE FOR NON-CASH FINANCING ACTIVITIES
Deferred offering costs included in accrued offering costs		(8,836	)		8,836			-
Deferred legal fees		100,000			-			100,000

The accompanying notes should be read in conjunction with the financial statements

F-6

INFINITY CROSS BORDER ACQUISITION CORPORATION
(a corporation in the development stage)
  
NOTES TO FINANCIAL STATEMENTS

1. Organization and Business Operations

Incorporation

Infinity Cross Border Acquisition Corporation f/k/a Infinity China 1 Acquisition Corporation (the “Company”) was incorporated in the British Virgin Islands on April 6, 2011.

Sponsor

The Company’s sponsors are Infinity I-China Fund (Cayman), L.P., Infinity I-China Fund (Israel), L.P., Infinity I-China Fund (Israel 2), L.P. and Infinity I-China Fund (Israel 3), L.P., the general partner of each of aforementioned funds is Infinity-CSVC Partners, Ltd., a Cayman Islands exempted company (the “Sponsor”).

Fiscal Year End

The Company has selected March 31 as its fiscal year end.

Business Purpose

The Company was formed to effect a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”).

Financing

The Company intends to finance an Initial Business Combination with proceeds from the $40,000,000 public offering (the “Public Offering” — Note 3), and a $2,200,000 private placement (Note 4) which occurred on July 25, 2012.

The registration statement for the Company’s initial public offering was declared effective on July 19, 2012. On July 25, 2012, the Company consummated the Public Offering of 5,000,000 units (the “Public Units”).  Each Unit consists of one ordinary share, no par value (“Ordinary Shares”), and one redeemable Ordinary Share purchase warrant (the “Public Warrant”). The Ordinary Shares sold as part of the Public Units in the Public Offering are referred herein as “Public Shares.” On July 25, 2012, the Company completed a private placement of 4,400,000 Warrants to the Company’s sponsors and the lead underwriter (the “Private Placement Warrants”).  The Company received gross proceeds of $42,200,000, before deducting underwriters’ compensation of $1,400,000, and including $2,200,000 received for the purchase of the 4,400,000 Warrants by the sponsors and the lead underwriter.

Upon the closing of the Public Offering and the private placement, $40,000,000 was placed into a trust account (“Trust Account”) (discussed below). The proceeds placed into the Trust Account were held in cash as of July 25, 2012, and will be invested only in any of (i) U.S. Treasuries having a maturity of 180 days or less, (ii) any open ended investment company that holds itself out as a registered money market fund, which invests in U.S. Treasuries, or (iii) any open ended investment company that holds itself out as a money market fund, which invests in U.S. Treasuries selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Act”), as determined by the Company and, with respect to option (iii) above, accompanied by an opinion of counsel reasonably satisfactory to EarlyBirdCapital, Inc., the representative of the underwriters of the Public Offering (“EBC”), that such investment would not cause the Company to be an investment company under the Act. The Trust Account is held at J.P. Morgan Chase N.A., London Branch and maintained by Continental Stock Transfer & Trust Company, acting as trustee.

Except for a portion of the interest income that may be released to the Company to pay any taxes and to fund the Company’s working capital requirements, none of the funds held in trust will be released from the Trust Account until the earlier of: (i) the consummation of an Initial Business Combination within 18 months from the closing of the Public Offering (or 21 months from the closing of the Public Offering, if a definitive acquisition agreement is executed within 18 months but a business combination has not been consummated within such period) and (ii) a redemption to public shareholders prior to any voluntary winding-up in the event the Company does not consummate an Initial Business Combination within the applicable period.

F-7

INFINITY CROSS BORDER ACQUISITION CORPORATION
(a corporation in the development stage)
  
NOTES TO FINANCIAL STATEMENTS

1. Organization and Business Operations - (continued)

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. Furthermore, there is no assurance the Company will be able to successfully effect an Initial Business Combination.

The Company’s initial shareholders, officers and directors have agreed that the Company will only have until January 25, 2014 to consummate its Initial Business Combination (or April 25, 2014, if the Company has entered into a definitive agreement for, but has not yet consummated, its Initial Business Combination with a target business by January 25, 2014). If the Company does not consummate its Initial Business Combination within this period of time, it will as promptly as reasonably possible but no more than five business days thereafter, distribute the aggregate amount then on deposit in the Trust Account (less up to $50,000 of the net interest earned thereon to pay dissolution expenses), pro rata to the public shareholders by way of redemption and cease all operations except for the purposes of winding up its affairs. This redemption of public shareholders from the Trust Account shall be done automatically by function of the Company’s memorandum and articles of association and prior to any voluntary winding up. The initial shareholders have waived their rights to participate in any redemption with respect to their initial shares. However, if the initial shareholders or any of the Company’s officers, directors or affiliates acquire Ordinary Shares in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not consummate its Initial Business Combination within the required time period.

Business Combination

An Initial Business Combination is subject to the following size, focus and shareholder approval provisions:

Size  — The prospective target business or businesses must have a fair market value that is at least equal to 80% of the balance of the Trust Account at the time of the execution of a definitive agreement with such target. The Company will not consummate an Initial Business Combination unless it acquires a controlling interest in a target company or is otherwise not required to register as an investment company under the Act.

Focus  — The Company will seek to identify, acquire and operate a business located in Canada, Europe, Africa or Israel, although the Company may pursue acquisition opportunities in other geographic regions.

Tender Offer/Shareholder Approval  — The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable plus amounts released to fund working capital requirements, or (ii) if the Company loses its status as a foreign private issuer (“FPI”) and is subject to the Exchange Act rules applicable to domestic issuers, and seeks shareholder approval of the Initial Business Combination at a meeting called for such purpose, provide shareholders with the opportunity to redeem their shares in conjunction with a proxy solicitation, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable plus amounts released to fund working capital requirements. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as whether the Company is deemed a FPI, the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval. If the Company seeks shareholder approval, it will consummate its Initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Furthermore, the redemption threshold may be further limited by the terms and conditions of the Initial Business Combination.

F-8

INFINITY CROSS BORDER ACQUISITION CORPORATION
(a corporation in the development stage)
  
NOTES TO FINANCIAL STATEMENTS

1. Organization and Business Operations - (continued)

Regardless of whether the Company holds a shareholder vote or a tender offer in connection with an Initial Business Combination, a public shareholder will have the right to redeem their Public Shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable plus amounts released to fund working capital requirements. As a result, such Ordinary Shares are recorded at redemption/tender value and classified as temporary equity as of the completion of the Public Offering, in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

Liquidation  — If the Company does not consummate an Initial Business Combination within 18 (or 21 months) from the closing of the Public Offering, the Company (i) will, as promptly as reasonably possible but no more than five business days thereafter, distribute the aggregate amount then on deposit in the Trust Account (less up to $50,000 of the net interest earned thereon to pay dissolution expenses), pro rata, to holders of Public Shares by way of redemption and (ii) intends to cease all operations except for the purposes of any winding up of its affairs. This redemption of public shareholders from the Trust Account shall be done automatically by function of the Company’s memorandum and articles of association and prior to any voluntary winding up, although at all times subject to the BVI Business Companies Act, 2004 of the British Virgin Islands.

In the event of liquidation, it is likely the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per share in the Public Offering (assuming no value is attributed to the Public Warrants discussed in Note 3).

2. Significant Accounting Policies

Basis of Presentation

The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission.

Development Stage Company

The Company is considered to be in the development stage as defined by FASB ASC 915, “Development Stage Entities,” and is subject to the risks associated with activities of development stage companies. The Company has neither engaged in any operations nor generated any income to date. All activity through the date the financial statements were issued relates to the Company’s formation and the Public Offering. The Company will not generate any operating revenues until after completion of an Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the designated Trust Account.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of Ordinary Shares outstanding during the period. Diluted net loss per share is computed by dividing net loss per share by the weighted average number of Ordinary Shares outstanding, plus to the extent dilutive, the incremental number of Ordinary Shares to settle warrants held by the Sponsor and EBC (see Note 4), as calculated using the treasury stock method. During the period from inception through July 25, 2012, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Ordinary Shares and then share in the earnings of the Company. As a result, dilutive loss per Ordinary Share is equal to basic loss per Ordinary Share.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

F-9

INFINITY CROSS BORDER ACQUISITION CORPORATION
(a corporation in the development stage)
  
NOTES TO FINANCIAL STATEMENTS

2. Significant Accounting Policies - (continued)

Income Taxes

The Company was incorporated in the British Virgin Islands, and as such, is not subject to corporate income taxes. The Company is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. De-recognition of a tax benefit previously recognized results in the Company recording a tax liability that reduces ending retained earnings. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of July 25, 2012. The Company’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the period ended July 25, 2012. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company may be subject to potential examination by U.S. federal, U.S. state or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Deferred Offering Costs

Deferred offering costs consist principally of legal and accounting fees incurred through the balance sheet date that are related to the Public Offering and that were charged to capital upon the receipt of the capital raised.

Fair Value of Financial Instruments

Unless otherwise disclosed, the fair values of financial instruments, including cash and the note payable to related party, approximate their carrying amount due primarily to their short-term nature.

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Redeemable ordinary shares

As discussed in Note 1, all of the 5,000,000 Public Shares contain a redemption feature which allows for the redemption of such shares under the Company's liquidation or tender offer/shareholder approval provisions. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480. Although the Company does not specify a maximum redemption threshold, its memorandum and articles of association provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets (shareholders' equity) to be less than $5,000,001.

F-10

INFINITY CROSS BORDER ACQUISITION CORPORATION
(a corporation in the development stage)
  
NOTES TO FINANCIAL STATEMENTS

2. Significant Accounting Policies - (continued)

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Ordinary Shares shall be affected by charges against paid-in capital.

Accordingly, at July 25, 2012, 4,425,952 of the 5,000,000 public shares are classified outside of permanent equity at their redemption value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable (approximately $8.00 at July 25, 2012).

3. Public Offering

Public Units

On July 25, 2012, the Company sold 5,000,000 Public Units at a price of $8.00 per unit. Each Public Unit consists of one Public Share and one Public Warrant to purchase one Ordinary Share. The Company has granted the underwriters a 45-day option to purchase up to 750,000 additional Public Units solely to cover over-allotments, if any.

Public Warrant Terms and Conditions:

Exercise Conditions  — Each Public Warrant entitles the holder to purchase from the Company one Ordinary Share at an exercise price of $7 per share commencing on the later of the completion of an Initial Business Combination and July 25, 2013, provided that the Company has an effective registration statement under the Securities Act of 1933, as amended, covering the Ordinary Shares issuable upon exercise of the Public Warrants and such shares are registered or qualified under the securities laws of the state of residence of the exercising holder. The Public Warrants expire three years from the date of the completion of the Company’s Initial Business Combination, unless earlier redeemed. The Public Warrants will be redeemable in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ notice after the warrants become exercisable, only in the event that the last sale price of the Ordinary Shares exceeds $10.50 per share for any 20 trading days within a 30-trading day period. If the Public Warrants are redeemed by the Company, management will have the option to require all holders that wish to exercise such warrants to do so on a cashless basis.

Registration Risk  — In accordance with a warrant agreement relating to the Public Warrants, the Company will be required to use its best efforts to maintain the effectiveness of a registration statement relating to the Ordinary Shares issuable upon exercise of the Public Warrants. The Company will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of exercise. Additionally, in the event a registration statement is not effective at the time of exercise, the holders of such Public Warrants shall not be entitled to exercise such Public Warrants (except on a cashless basis under certain circumstances) and in no event (whether in the case of a registration statement not being effective or otherwise) will the Company be required to net cash settle or cash settle the Public Warrants. Consequently, the Public Warrants may expire unexercised, unredeemed and worthless, and an investor in the Public Offering may effectively pay the full unit price solely for the ordinary shares included in the Public Units.

Accounting  — Since the Company is not required to net cash settle the Public Warrants, management has determined that the Public Warrants will be recorded at fair value and classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with FASB ASC 815-40 (“Derivatives and Hedging”).

F-11

INFINITY CROSS BORDER ACQUISITION CORPORATION
(a corporation in the development stage)
  
NOTES TO FINANCIAL STATEMENTS

3. Public Offering - (continued)

Underwriting Agreement  — The Company paid an underwriting discount of 3.5% of the Public Unit offering price to the underwriters at the closing of the Public Offering (an aggregate of $1,400,000). The Company also issued a unit purchase option, for $100, to EBC, or its appointees or its designees, to purchase 500,000 units at an exercise price of $8.80 per unit. The unit purchase option is exercisable commencing on the later to occur of the consummation of the Initial Business Combination and July 19, 2013 and expires July 19, 2017. The units issuable upon exercise of this option are identical to the units sold in the Public Offering. The Company has accounted for the fair value of the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Public Offering resulting in a charge directly to shareholders’ equity. The Company estimates that the fair value of this unit purchase option is approximately $1,105,719 (or $2.21 per unit) using a Black-Scholes option-pricing model. The fair value of the unit purchase option is estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 0.27% and (3) expected life of five years. The unit purchase option may be exercised for cash or on a “cashless” basis, at the holder’s option (except in the case of a forced cashless exercise upon the Company’s redemption of the Warrants, as described above), such that the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the underlying Warrants and the market price of the Units and underlying ordinary shares) to exercise the unit purchase option without the payment of any cash. The holder of the unit purchase option is entitled to certain demand and piggy-back registration rights. The Company has no obligation to net cash settle the exercise of the unit purchase option or the Warrants underlying the unit purchase option. The holder of the unit purchase option is not entitled to exercise the unit purchase option or the Warrants underlying the unit purchase option unless a registration statement covering the securities underlying the unit purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the unit purchase option or underlying Warrants, the unit purchase option or Warrants, as applicable, will expire worthless.

The Company has engaged EBC on a non-exclusive basis, to act as its advisor and investment banker in connection with its Initial Business Combination to provide it with assistance in negotiating and structuring the terms of its Initial Business Combination. The Company will pay EBC a cash fee of $860,000 for such services upon the consummation of its Initial Business Combination.

4. Related Party Transactions

Founder Shares  — In April 2011, the Sponsors purchased 1,150,000 ordinary shares as adjusted, (the “Founder Shares”) for $25,000, or approximately $0.022 per share. On May 24, 2012, the Company effectuated a 1.25-for-1 forward split of the outstanding Ordinary Shares, leaving the sponsors and initial shareholders with 1,437,500 founder shares.

Forfeiture  — The Founder Shares include 187,500 Ordinary Shares that are subject to forfeiture if and to the extent the underwriters’ over-allotment option is not exercised, so that the initial shareholders will own 20% of the Company’s issued and outstanding shares after the Public Offering.

Rights  — The Founder Shares are identical to the Ordinary Shares included in the Public Units sold in the Public Offering except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (ii) the initial shareholders have agreed to waive their redemption rights with respect to the Founder Shares and any Public Shares they purchase in connection with the Initial Business Combination and have also waived their redemption rights with respect to the Founder Shares if the Company fails to consummate an Initial Business Combination within 18 (or 21) months from the closing of the Public Offering.

Voting  — If the Company seeks shareholder approval of its Initial Business Combination, the initial shareholders have agreed to vote the Founder Shares and any Public Shares purchased during or after the Public Offering in favor of the Initial Business Combination.

Liquidation  — Although the initial shareholders and their permitted transferees have waived their redemption rights with respect to the Founder Shares if the Company fails to consummate an Initial Business Combination within 18 (or 21) months from the closing of the Public Offering, they are entitled to redemption rights with respect to any Public Shares they may own.

Sponsor and EBC Warrants  — On July 25, 2012, the Sponsors and EBC purchased an aggregate of 4,000,000 and 400,000 warrants, respectively (the “Sponsor Warrants” and “EBC Warrants”, respectively) at $0.50 per warrant (for an aggregate purchase price of $2,200,000) from the Company on a private placement basis simultaneously with the closing of the Public Offering.

F-12

INFINITY CROSS BORDER ACQUISITION CORPORATION
(a corporation in the development stage)
  
NOTES TO FINANCIAL STATEMENTS

4. Related Party Transactions - (continued)

Exercise Conditions  — Each Sponsor Warrant and EBC Warrant is exercisable into one ordinary share at $7 per share. The proceeds from the Sponsor Warrants and EBC Warrants were added to the proceeds from the Public Offering held in the Trust Account. The Sponsor Warrants and EBC Warrants are identical to the Public Warrants except that (a) the Sponsor Warrants and EBC Warrants and any Public Warrants purchased by the Sponsors or their affiliates (i) will be exercisable for cash or on a cashless basis, at the holder’s option, and will not be redeemable by the Company, in each case so long as they are held by the initial purchasers or their affiliates, and (ii) will be subject to certain transfer restrictions described in more detail below, and (b) the period during which the EBC Warrants are exercisable may not be extended beyond five years from the effective date of the registration statement for the Public Offering. The purchasers have agreed that the Sponsor Warrants and EBC Warrants will not be sold or transferred by them (except to certain permitted transferees) until after the Company has completed the Initial Business Combination.

Accounting  — Since the Company is not required to net-cash settle the Sponsor Warrants or EBC Warrants, management has determined that the Sponsor Warrants and EBC Warrants will be recorded at fair value and classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with FASB ASC 815-40 (“Derivatives and Hedging”).

Disposition Restrictions

The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares (except in limited circumstances to permitted assigns) until the earlier of (1) one year after the completion of its Initial Business Combination and (2) the date on which the Company consummate a liquidation, share exchange, share reconstruction and amalgamation, or other similar transaction after its Initial Business Combination that results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-Up Period”). Notwithstanding the foregoing, if the Company’s share price reaches or exceeds $9.60 for any 20 trading days within at least one 30-trading day period during the Lock-Up Period, 50% of the Founder Shares will be released from the lock-up and, if the Company’s share price reaches or exceeds $12.00 for any 20 trading days within at least one 30-trading day period during such Lock Up Period, the remaining 50% of the Founder Shares shall be released from the lock-up. The Sponsor has agreed not to transfer, assign or sell any of the Sponsor Warrants including the Ordinary Shares issuable upon exercise of the Sponsor Warrants until after the completion of an Initial Business Combination.

Registration Rights

The holders of the Founder Shares, Sponsor Warrants, EBC Warrants and warrants that may be issued upon conversion of working capital loans (and the Ordinary Shares underlying all of such warrants) have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement signed on July 19, 2012. These holders are entitled to make up to three demands (or one demand in the case of the EBC Warrants), excluding short form demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, upon the earlier of (1) one year after the completion of the Company’s Initial Business Combination or (2) the date on which the Company consummates a liquidation, merger, share exchange or other similar transaction after the Company’s Initial Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) in the case of the Sponsor Warrants and EBC Warrants and the respective Ordinary Shares underlying such warrants, after the completion of the Company’s Initial Business Combination. Notwithstanding the foregoing, in the event the sales price of the Company’s Ordinary Shares reaches or exceeds $9.60 for any 20 trading days within any 30-trading day period during such one year period, 50% of the Founder Shares shall be released from the lock-up and, if the sales price of the Company’s shares reaches or exceeds $12.00 for any 20 trading days within any 30-trading day period during such one year period, the remaining 50% of the Founder Shares shall be released from the lock-up. In addition, members of the Company’s Sponsor and the underwriters have agreed not to, subject to certain limited exceptions, transfer, assign or sell any of the Sponsor Warrants or EBC Warrants (including the Ordinary Shares issuable upon exercise of such Warrants) until after the completion of the Initial Business Combination. The Company will bear the costs and expenses of filing any such registration statements.

F-13

INFINITY CROSS BORDER ACQUISITION CORPORATION
(a corporation in the development stage)
  
NOTES TO FINANCIAL STATEMENTS

4. Related Party Transactions - (continued)

Administrative Services

The Company has agreed pay $10,000 per month for up to 21 months for office space, utilities and secretarial and administrative services to Infinity-C.S.V.C. Management Ltd, an affiliate of the Company’s sponsors. Services commenced July 20, 2012 and will terminate upon the earlier of (i) the consummation of an Initial Business Combination or (ii) the liquidation of the Company.

Note and advances Payable

In April, 2011, the Company issued an unsecured promissory note for $45,000 to the Sponsors and received from the Sponsors advances in the amount of $94,283; proceeds from the loan and the advances were used to fund a portion of the organizational and offering expenses owed by the Company to third parties. The principal balances of the loan and the advances are repayable on the earlier of (i) the date of the consummation of the Public Offering or (ii) September 30, 2012. The principal balance is pre-payable without penalty at any time in whole or in part. No interest accrues on the unpaid principal balance of the loan and the advances. The loan and the advances will be repaid upon the consummation of the Public Offering. Due to the short-term nature of the loan and the advances, their fair value approximates its carrying amount.

5. Shareholders’ Equity

Ordinary Shares  — The Company has unlimited Ordinary Shares authorized. Holders of the Company’s Ordinary Shares are entitled to one vote for each Ordinary Share. At July 25, 2012, there were 6,437,500 Ordinary Shares outstanding.

6. Subsequent Events

On July 26, 2012, EBC exercised its option in full and, on July 27, 2012, purchased all 750,000 of the over-allotment units, which were sold at an offering price of $8.00 per Unit, generating gross proceeds of $6,000,000. As a result, the initial shareholders of the Company were not obligated to forfeit any of 187,500 Ordinary Shares held by them that had been subject to forfeiture to the extent EBC did not exercise the over-allotment option in full. On July 27, 2012, simultaneously with the closing of the sale of the over-allotment units, the Company consummated the private sale of 420,000 warrants at a price of $0.50 per warrant, for an aggregate purchase price of $210,000. The private warrants, which were purchased by the Sponsors and EBC are identical to the Private Placement Warrants.

After giving effect to the IPO and the sale of the over-allotment units, the Private Placement Warrants and the 420,000 private warrants sold on July 27, 2012, a total of $46,000,000 (or $8.00 per public share) was placed in a trust account established for the benefit of the Company’s public shareholders.  

7.  Commitments

The Company has committed to pay its attorneys a deferred legal fee of $100,000 upon the consummation of the Initial Business Combination relating to services performed in connection with the Public Offering. This amount has been accrued in the accompanying balance sheet.

F-14

EX-99.2

EXHIBIT 99.2

INFINITY CROSS BORDER ACQUISITION CORPORATION

(a corporation in the development stage)

PRO FORMA

JULY 27, 2012

	As of July 25, 2012			Pro Forma Adjustments		Pro Forma Totals
ASSETS
Current assets
Cash	$	718,134		$	-		718,134
Prepaid expenses		1,525			-		1,525
Deferred offering costs		-			-		-
Restricted cash held in Trust		40,000,000			6,000,000		46,000,000
Total Assets	$	40,719,659		$	6,000,000		46,719,659
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Note and advances payable to affiliate	$	139,283		$	-		139,283
Accrued offering costs		-			-		-
Accrued expenses		72,754			-		72,754
Deferred legal fees		100,000			-		100,000
Total current liabilities		312,037			-		312,037
Commitments and Contingencies
Ordinary shares subject to possible redemption; 5,175,952 shares (at redemption value)		35,407,621			6,000,000		41,407,621
Shareholders' Equity:
Ordinary shares, no par value; unlimited shares authorized; 6,437,500 shares issued and outstanding; 7,187,500 as adjusted		-			-		-
Additional paid-in capital		5,033,711			-		5,033,711
Deficit accumulated during the development stage		(33,710	)		-		(33,710	)
Total shareholders’ equity (deficit )		5,000,001			-		5,000,001
Total liabilities and shareholders' equity (deficit )	$	40,719,659		$	6,000,000		46,719,929