Infinite Acquisition Corp. filed SEC Form 8-K: Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2023
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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(Address of principal executive offices)
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(Zip Code)
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(212 ) 644-4200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange
on which registered
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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 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this item 2.03.
| Item 8.01. |
Other Events.
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On September 23, 2023, Infinite Acquisition Corp. (the “Company”) approved the first one-month extension of the time period during
which the Company may consummate an initial business combination (such time period, the “Business Combination Period”). In connection with this extension of the Business Combination Period to October 23, 2023 (the “Extension”), the Company drew an
aggregate of $120,000 (the “Extension Funds”) from the unsecured convertible promissory note in the principal amount of up to $1,800,000, dated August 22, 2023 and that the Company issued to Infinite Sponsor LLC (the “Sponsor”) in connection with the
approval of the amendment to its amended and restated memorandum and articles of association (as amended, the “A&R Memorandum and Articles of Association”) during the extraordinary general meeting of shareholders held on August 22, 2023 (the
“Convertible Promissory Note”). As provided for in the A&R Memorandum and Articles of Association, the Company deposited the Extension Funds into the trust account that was established by the Company in connection with its initial public offering
(the “Trust Account”).
The Extension is the first of fourteen one-month extensions permitted
under the A&R Memorandum and Articles of Association. As previously disclosed, the Convertible Promissory Note allows the Company to use
the funds drawn under the Convertible Promissory Note for general corporate purposes and the funding of the deposits into the Trust Account that the Company is required to make pursuant to its A&R Memorandum and Articles of Association in
connection with the optional extensions that may be requested by the Sponsor. Up to $1,500,000 of the amounts loaned under the Convertible Promissory Note are convertible at the option of the Sponsor into the Company’s private placement warrants
(the “Working Capital Warrants”) at a conversion price equal to $1.00 per Working Capital Warrant. The Working Capital Warrants shall be identical to the private placement shares held by the Sponsor. Any loans under the Convertible Promissory
Note will not bear any interest and will be repayable by the Company to the Sponsor to the extent the Company has funds available outside of the Trust Account and if not converted or repaid on the effective date of any business combination. The
maturity date of any loans under the Convertible Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined in the Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with
respect to any Working Capital Warrants issued pursuant to the Convertible Promissory Note, which shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated November 23, 2021, by and
among the Company, the Sponsor and the other parties thereto. Further, each newly issued Working Capital Warrants shall bear the same transfer restrictions that apply to the private placement shares held by the Sponsor, as contemplated by the
Letter Agreement, dated November 23, 2021, by and among the Company, the Sponsor and the other parties thereto.
The foregoing description of the Convertible Promissory Note is
qualified in its entirety by reference to the full text of the Convertible Promissory Note, which is incorporated herein by reference to Exhibit 10.1 of this Current Report on Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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Convertible Promissory Note, dated August 22, 2023 and issued to Infinite Sponsor LLC (incorporated by reference to Exhibit 10.1 of the 8-K filed by the registrant on
August 23, 2023).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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Dated: September 25, 2023
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INFINITE ACQUISITION CORP.
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By:
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/s/ Rich Kleiman
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Name:
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Rich Kleiman
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Title:
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Co-Chief Executive Officer
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