UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01 Entry into a Material Definitive Agreement
Merger Agreement
As previously disclosed, Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company” or “Aries”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Aries, Aries I Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Aries (“Merger Sub”), and Infinite Assets, Inc., a Delaware corporation (“Infinite”), dated December 13, 2021 (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Infinite, with Infinite surviving the merger as a wholly-owned subsidiary of Aries. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.
On July 20, 2022, the Parties to the Merger Agreement entered into the First Amendment to the Merger Agreement (the “Amendment”) pursuant to which, among other things, the Parties agreed to (i) amend the Termination Date from November 21, 2022 to August 21, 2023 if, on or prior to August 21, 2022, Aries effectuates an Amended and Restated Memorandum and Articles of Association to extend the date by which it must consummate a business combination and (ii) amend the definition of Company Equity Value from $525 million to $527 million, which increase corresponds to the value of the share consideration being paid to SuperBitMachine, Inc.’s (“SBM”) shareholders in connection with Infinite’s recent acquisition of SBM.
The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.
Additional Information and Where to Find It
The Company intends to file a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) which will include a proxy statement and a prospectus of the Company, and each party will file other documents with the SEC regarding the proposed transaction. A definitive proxy statement/prospectus will also be sent to the shareholders of the Company, seeking any required shareholder approval. Before making any voting or investment decision, investors and security holders of the Company are urged to carefully read the entire Registration Statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The Company shareholders and Infinite shareholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to the Company’s secretary at 90 N. Church Street, P.O. Box 10315, Grand Cayman, Cayman Islands KY-1003.
Participants in Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s registration statement on Form S-1 (File No. 333-253806), which was declared effective by the SEC on May 18, 2021. To the extent such holdings of Company’s securities may have changed since that time, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed Business Combination when available.
Infinite and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement for the proposed Business Combination when available.
Forward-Looking Statements
All statements contained in this Current Report on Form 8-K other than statements of historical facts, contains certain forward-looking statements that are forward-looking statements. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “may” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean a statement is not forward looking. Indications of, and guidance or outlook on, future earnings, dividends or financial position or performance are also forward-looking statements.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Most of these factors are outside the Company’s and Infinite’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the outcome of any legal proceedings that may be instituted against the Company and Infinite in connection with the Merger Agreement and the transactions contemplated therein; (iii) the inability to complete the proposed Business Combination, including due to failure to obtain approval of the shareholders of the Company, certain regulatory approvals, or the satisfaction of other conditions to closing in the Merger Agreement; (iv) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (v) the impact of a prolonged recession or general economic instability, including as a result of financial market disruptions and the COVID-19 pandemic, on Infinite’s business and/or the ability of the parties to complete the proposed Business Combination; (vi) the inability to maintain the listing of the Company’s shares on the Nasdaq Stock Market following the proposed Business Combination; (vii) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (viii) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of Infinite to grow and manage growth profitably, and retain its key employees; (ix) costs related to the proposed Business Combination; (x) changes in applicable laws or regulations; and (xi) the possibility that Infinite or the Company may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in the Company’s most recent filings with the SEC, including the Company’s final prospectus, filed with the SEC on May 20, 2021 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Company’s registration statement on Form S-1. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained herein. All subsequent written and oral forward-looking statements concerning the Company or Infinite, the transactions described herein or other matters attributable to the Company, Infinite or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each of the Company or Infinite expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 2.1 | First Amendment to Agreement and Plan of Merger, dated July 20, 2022, by and among Aries I Acquisition, Aries I Merger Sub, Inc. and Infinite Assets, Inc. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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.
| ARIES I ACQUISITION CORPORATION | ||
| By: | /s/ Paul Wolfe | |
| Name: Paul Wolfe | ||
| Title: Chief Operating Officer | ||
| Dated: July 21, 2022 | ||