SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 9 to

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

INFINITY CROSS BORDER ACQUISITION CORPORATION

(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))

Ordinary Shares, no par value

(Title of Class of Securities)

G4772R101

(CUSIP Number of Class of Securities)

Amir Gal-Or

c/o Infinity-C.S.V.C. Management Ltd.
3 Azrieli Center (Triangle Tower)
42^nd  Floor, Tel Aviv, Israel, 67023
011-972-3-607-5170

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

with a copy to:

Douglas S. Ellenoff, Esq.

Stuart Neuhauser, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

(212) 370-1300

(212) 370-7889 (fax)

CALCULATION OF FILING FEE
Transaction valuation*	Amount of filing fee**
$38,000,000	$4,894.40

* Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This calculation assumes the purchase of a total of 4,750,000 ordinary shares of Infinity Cross Border Acquisition Corporation, no par value, at the tender offer price of $8.00 per share.

** The amount of the filing fee, calculated in accordance with Rule 0-11(b) under the Exchange Act, equals $128.80 per million dollars of the transaction valuation.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: 4,894.40	Filing Party: Infinity Cross Border Acquisition Corporation
Form or Registration No.: Schedule TO-I	Date Filed: January 10, 2014

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨  third-party tender offer subject to Rule 14d-1.

x   issuer tender offer subject to Rule 13e-4.

¨  going-private transaction subject to Rule 13e-3.

¨  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:     x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨  Rule 13e-4(i) (Cross Border Issuer Tender Offer)

¨  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

SCHEDULE TO

Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company with limited liability (“Infinity” or the “Company”), hereby amends and supplements its Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on January 10, 2014 (together with all amendments and supplements thereto, the “Schedule TO”). The Schedule TO, as further amended by this Amendment No. 9, relates to the Company’s offer to purchase for cash up to 4,750,000 of its ordinary shares, no par value (“Ordinary Shares”), at a price of $8.00 per share, net to the seller in cash, without interest (the “Purchase Price”) for an aggregate purchase price of up to $38,000,000, upon the terms and subject to certain conditions set forth in the Second Amended and Restated Offer to Purchase dated March 26, 2014 (the “Offer to Purchase”) previously filed as Exhibit (a)(1)(G) to the Schedule TO and in the related Amended and Restated Letter of Transmittal (the “Letter of Transmittal”), which, as amended or supplemented from time to time, together constitute the offer (the “Offer”). The Offer expired at 5:00 p.m. New York City Time, on April 11, 2014.

 This is the final amendment to the Schedule TO and is being filed to report the results of the Offer. This Amendment No. 9 to Schedule TO, as it amends and supplements the Schedule TO, is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 9 amends and supplements only the items to the Schedule TO that are being amended and supplemented and unaffected items and exhibits are not included herein.

Items 1 through 11.

The Offer expired at 5:00 p.m. New York City time on April 11, 2014. Based upon information provided by Continental Stock Transfer & Trust Company LLC, the depositary for the Offer, a total of 2,351,533 Ordinary Shares were validly tendered and not withdrawn in the Offer. The Company accepted for purchase all such Ordinary Shares at a Purchase Price of $8.00 per share for an aggregate Purchase Price of approximately $18.8 million. Subsequent to the expiration of the Offer, the Company consummated its business combination with Glori Energy Inc. (the “Business Combination”).

On April 14, 2014, the Company issued a press release announcing the final results of the Offer as set forth above and the consummation of the Business Combination. A copy of the press release is filed as Exhibit (a)(5)(K) to the Schedule TO and is incorporated herein by reference.

Item 12. Exhibits

Item 12 is hereby amended and supplemented by adding the following exhibits:

Exhibit Number	Description
(a)(5)(K)	Press Release, dated April 14, 2014.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	INFINITY CROSS BORDER
	ACQUISITION CORPORATION
April 14, 2014
	By:	/s/ Amir Gal-Or
		Amir Gal-Or
		Co- Chief Executive Officer and
		Principal Accounting and
		Financial Officer
April 14, 2014
	By:	/s/ Avishai Silvershatz
		Avishai Silvershatz
		Co- Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number	Description
(a)(1)(A)*	Offer to Purchase dated January 10, 2014.
(a)(1)(B)*	Letter of Transmittal To Tender Ordinary Shares.
(a)(1)(C)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(D)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(F)*	Amended and Restated Offer to Purchase dated February 27, 2014.
(a)(1)(G)*	Second Amended and Restated Offer to Purchase dated March 26, 2014.
(a)(1)(H)*	Amended and Restated Letter of Transmittal To Tender Ordinary Shares.
(a)(1)(I)*	Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(J)*	Amended and Restated Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(A)	Investor Presentation dated January 2014 (incorporated by reference to Exhibit 15.1 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on January 9, 2014).
(a)(5)(B)	Press Release, dated January 8, 2014 (incorporated by reference to Exhibit 15.2 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on January 9, 2014).
(a)(5)(C)*	Press Release, dated February 3, 2014.
(a)(5)(D)*	Press Release, dated February 6, 2014.
(a)(5)(E)*	Press Release, dated March 11, 2014.
(a)(5)(F)*	Press Release, dated March 17, 2014 (incorporated by reference to Exhibit 15.2 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on March 21, 2014).
(a)(5)(G)*	Revised Investor Presentation dated March 2014 (incorporated by reference to Exhibit 15.1 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on March 21, 2014).
(a)(5)(H)*	Press Release, dated March 24, 2014.
(a)(5)(I)*	Press Release, dated March 25, 2014.
(a)(5)(J)*	Press Release, dated April 9, 2014.
(a)(5)(K)**	Press Release, dated April 14, 2014.
(d)(1)	Underwriting Agreement, dated July 19, 2012, by and between Infinity Cross Border Acquisition Corporation and EarlyBird Capital, Inc., as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on July 25, 2012).
(d)(2)	Merger and Acquisition Agreement, dated July 19, 2012, by and between Infinity Cross Border Acquisition Corporation and EarlyBird Capital, Inc. (incorporated by reference to Exhibit 1.2 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on July 25, 2012).
(d)(3)	Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on July 25, 2012).
(d)(4)	Warrant Agreement, dated July 19, 2012, by and between Infinity Cross Border Acquisition Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on July 25, 2012).
(d)(5)	Letter Agreement, dated July 19, 2012, by and between Infinity Cross Border Acquisition Corporation, the sponsors and each of the directors and officers of Infinity Cross Border Acquisition Corporation (incorporated by reference to Exhibit 10.2 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on July 25, 2012).
(d)(6)	Investment Management Trust Agreement, dated July 19, 2012, by and between Infinity Cross Border Acquisition Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.4 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on July 25, 2012).
(d)(7)	Letter Agreement between Infinity-C.S.V.C. Management Ltd. and Infinity Cross Border Acquisition Corporation regarding administrative support (incorporated by reference to Exhibit 10.5 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on July 25, 2012).
(d)(8)	Registration Rights Agreement, dated July 19, 2012, by and among Infinity Cross Border Acquisition Corporation and the securityholders named therein (incorporated by reference to Exhibit 10.6 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on July 25, 2012).
(d)(9)	Merger and Share Exchange Agreement, dated January 8, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp., Glori Merger Subsidiary, Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and Glori Energy Inc. (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on January 9, 2014).

(d)(10)	Form of Escrow Agreement by and among Glori Acquisition Corp., Glori Energy Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on January 9, 2014).
(d)(11)*	Form of Lock-Up Agreement by and among Glori Acquisition Corp., Glori Energy Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and each of the signatories thereto.
(d)(12)*	Form of Registration Rights Agreement by and among Glori Acquisition Corp. and each of the signatories thereto (incorporated by reference to Exhibit4.4 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on January 9, 2014).
(d)(13)	Share Purchase Agreement, dated January 7, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp. and each of the buyers thereto (incorporated by reference to Exhibit 4.5 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on January 9, 2014).
(d)(14)	Form of Registration Rights Agreement by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp. and each of the buyers thereto (incorporated by reference to Exhibit 4.6 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on January 9, 2014).
(d)(15)	Form of Amendment No. 1 to Warrant Agreement between Infinity Cross Border Acquisition Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.7 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on January 9, 2014).
(d)(16)	Form of Promissory Note, dated January 8, 2014, issued to each of Infinity-C.S.V.C. Management Ltd. and HH Energy Group, LP in the principal amount of $250,000 (incorporated by reference to Exhibit 4.8 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on January 9, 2014).
(d)(17)*	First Amendment to the Merger and Share Exchange Agreement, dated February 20, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp., Glori Merger Subsidiary, Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and Glori Energy Inc.
(d)(18)*	Second Amendment to the Merger and Share Exchange Agreement, dated March 19, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp., Glori Merger Subsidiary, Inc., Infinity-C.S.V.C. Management Ltd. in its capacity as the INXB Representative and Glori Energy Inc. (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by Infinity Cross Border Acquisition Corporation on March 21, 2014).
(g)	Not applicable.
(h)	Not applicable.

* Previously filed.

**Filed herewith.

EX-99.A5K

GLORI ENERGY INC. AND INFINITY CROSS BORDER ACQUISITION CORPORATION

ANNOUNCE COMPLETION OF MERGER AND PRIVATE PLACEMENT

HOUSTON, DALLAS and TEL AVIV, April 14, 2014 – Glori Energy Inc. (“Glori”), an energy technology company, and Infinity Cross Border Acquisition Corporation (Nasdaq: INXB) (“Infinity”), a special purpose acquisition company, announced today that they have completed the merger and share exchange agreement (the “Merger Agreement”) first announced on January 8, 2014, and a simultaneous private placement led by Infinity Group and Hicks Equity Partners LLC (“Hicks”). Commencing April 15, 2014, shares and warrants of Glori will be publicly listed on the Nasdaq Capital Market under the ticker symbols GLRI and GLRIW, respectively.

Stuart Page, CEO of Glori, said: “We are pleased to have completed this important step in Glori’s long-term growth strategy. The transaction provides us with the funds and access to capital needed to execute on our objective of acquiring oil producing properties and we are excited to now be a publicly traded company.”

Gross proceeds to the merged entity as a result of the foregoing transactions (including conversion of promissory notes into shares) totaled $35.7 million, before the payment of related expenses but after payments pursuant to the Share Tender Offer. In the private placement, which was completed simultaneously with the closing of the merger, Hicks, Infinity Group and other investors purchased approximately $8.5 million of Glori’s common stock and investors have the option to purchase up to an additional $16.5 million of Glori’s common stock in 11 business days after the closing of the merger.

Mark Chess, managing director of Infinity and now a director of Glori, said: "We are happy to be investing in Glori along with Hicks. We appreciate Stuart’s leadership and are excited about the company’s growth prospects. We believe the funds that Glori receives in connection with this transaction will enable it to acquire oil assets well suited for deployment of its technology. With the maximization of the value of acquired assets through the use of AERO, we expect to achieve rapid growth of the company.”

Thomas O. Hicks, chairman and CEO of Hicks Equity and now a director of Glori, said: “Glori has a very exciting future as a publicly traded company. We are delighted to support Stuart Page and his management team as they capitalize on the company’s many attractive growth opportunities.”

Infinity also announced the expiration and final results of the tender offer to purchase up to 4,750,000 of its ordinary shares at a price of $8.00 per share, net to the seller in cash (the “Share Tender Offer”). The Share Tender Offer expired at 5:00 p.m., New York City time, on April 11, 2014. As of the expiration of the Share Tender Offer, a total of 2,351,533 ordinary shares have been validly tendered and not withdrawn. Payment for shares tendered has already been deducted from the gross proceeds to the merged entity.

Infinity also announced the expiration and final results of the tender offer conducted by certain of Infinity’s sponsors (the “Purchasers”) to purchase up to 5,750,000 of Infinity’s warrants to purchase ordinary shares at a price of $0.60 per warrant, net to the seller in cash (the “Warrant Tender Offer”). The Warrant Tender Offer expired at 5:00 p.m., New York City time, on April 11, 2014. As of the expiration of the Warrant Tender Offer, a total of 7,100 warrants have been validly tendered and not withdrawn. The remaining warrants are exercisable at $10.00 per share.

ABOUT GLORI ENERGY INC.

Based in Houston, Texas, Glori Energy Inc. is a technology focused energy company that applies its proprietary AERO^TM System to oil fields in order to increase the amount of oil that can be economically recovered. Two-thirds of all oil discovered in a typical reservoir is unrecoverable using conventional production technology. Glori's microbial technology stimulates a reservoir’s native microorganisms to improve the recoverability of this trapped oil. Glori provides its AERO System as a service to third party E&P companies, and also uses its technology to increase oil production in fields that it acquires and redevelops in the United States.For more information visit: www.GloriEnergy.com.

ABOUT INFINITY CROSS BORDER ACQUISITION CORPORATION

Infinity Cross Border Acquisition Corp. (Nasdaq: INXB) was a blank check company co-sponsored by Infinity Group and Hicks Equity. Infinity Corp. consummated its IPO on July 25, 2012 and was established for the purpose of acquiring a growing business via a reverse merger.

ABOUT INFINITY GROUP

Infinity Group is a cross-border platform and private equity fund known for its strong roots in China. Infinity Group currently manages $800 million. It has 100 portfolio companies and 17 RMB joint venture funds throughout China, making Infinity the owner of more RMB funds than any other foreign PE fund in China.   Infinity to date has made 100 deals and 30 successful exits. Sectors of focus include: medical, agricultural, water, energy and high end manufacturing. Infinity is led by managing partners Mr. Amir Gal-Or and Mr. Avishai Silvershatz. For more information, please visit www.infinity-equity.com. 

ABOUT HICKS EQUITY PARTNERS

Hicks Equity Partners (“HEP”) is the private equity arm for Hicks Holdings LLC, a holding company for the Thomas O. Hicks family's assets. With 35 years of private equity experience, Mr. Hicks pioneered the "buy and build" strategy of investing and founded Hicks Muse Tate & Furst, which raised more than $12 billion of private equity across six funds and completed over $50 billion of leveraged acquisitions. HEP looks for established companies with proven track records, strong free cash flow characteristics, a strong competitive industry position and an experienced management team looking to partner with long-term capital.

FORWARD LOOKING STATEMENTS

Any statements contained herein which are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements identified by or containing words like “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “potential,” “target,” “goal,” “plans,” “objective,” “should”, or similar expressions. All statements by us regarding our possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives and similar matters are forward-looking statements. Glori and Infinity Corp. give no assurances that the assumptions upon which such forward-looking statements are based will prove correct.  Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions (many of which are beyond our control), and are based on information currently available to us. Actual results may differ materially from those expressed herein due to many factors, including, without limitation: the risk that the anticipated benefits of the transaction may not be fully realized or may take longer to realize than expected; the risk that any projections, including earnings, revenues, expenses, margins, or any other financial expectations are not realized; the ability to comply with NASDAQ’s continuing listing standards, including having the requisite number of round lot holders or stockholders; competition and competitive factors in the markets in which Glori operates; the expected cost of recovering oil using the AERO System, demand for Glori’s AERO System and expectations regarding future projects; adaptability of the AERO System and development of additional capabilities that will expand the types of oil fields to which Glori can apply its technology; plans to acquire and develop additional non-producing end of life oil fields and low-producing late-life oil fields and the availability of debt and equity financing to fund any such acquisitions; the percentage of the world’s reservoirs that are suitable for the AERO System; the advantages of the AERO System compared to other enhanced oil recovery methods; and Glori’s ability to develop and maintain positive relationships with its customers and prospective customers.

These risks, as well as other risks associated with the transaction, are more fully discussed in Glori’s filings with the Securities and Exchange Commission. Glori undertakes no obligation to update any forward-looking statements contained herein to reflect events or circumstances, which arise after the date of this release except as required by law. 

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Contacts:

Glori Energy

Meredith Frazier

BIGfish Communications

(617) 713-3800

Glori@BIGfishMarket.com

Infinity Group

Marjie Hadad

International Media Liaison

+972-54-536-5220

marjie.hadad@infinity-equity.com

Hicks Equity Partners

Mark Semer

Kekst and Company

(212) 521-4802

mark-semer@kekst.com