UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

INFINITE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

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)

(212) 644-4200

Registrant’s telephone number, including area code

660 Madison Avenue

New York, New York 10065

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 10, 2022, 27,600,000 Class A ordinary shares, par value $0.0001 per share, and 6,900,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

INFINITE ACQUISITION CORP.

Form 10-Q

Table of Contents

		Page
PART I. FINANCIAL INFORMATION		2

Item 1.	Condensed Financial Statements	2

	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	2

	Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2022	3

	Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022	4

	Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2022	5

	Notes to Unaudited Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION		25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	25

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

	March 31, 2022			December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	315,287		$	489,943
Prepaid expenses		860,101			870,768
Total current assets		1,175,388			1,360,711
Prepaid expenses - long term		113,974			323,315
Investments held in Trust Account		281,546,786			281,522,866
Total Assets	$	282,836,148		$	283,206,892

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	138,436		$	-
Accounts payable - related party		77,562			43,642
Accrued expenses		288,354			339,023
Total current liabilities		504,352			382,665
Deferred underwriting commissions		9,660,000			9,660,000
Total liabilities		10,164,352			10,042,665

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 shares issued and outstanding at $10.20 per share redemption value as of March 31, 2022 and December 31, 2021		281,520,000			281,520,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2022 and December 31, 2021		-			-
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; no non-redeemable shares issued or outstanding as of March 31, 2022 and December 31, 2021		-			-
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		690			690
Accumulated deficit		(8,848,894	)		(8,356,463	)
Total shareholders’ deficit		(8,848,204	)		(8,355,773	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	282,836,148		$	283,206,892

	For the Three Months Ended March 31, 2022
Operating expenses
General and administrative expenses	$	388,785
General and administrative expenses - related party		127,566
Loss from Operations		(516,351	)
Income from investments held in Trust Account		23,920
Net loss	$	(492,431	)

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		27,600,000

Basic and diluted net loss per Class A ordinary share	$	(0.01	)

Weighted average shares outstanding of Class B ordinary shares, basic and diluted		6,900,000

Basic and diluted net loss per Class B ordinary share	$	(0.01	)

	Ordinary shares
	Class A				Class B
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Shareholders’ Deficit
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, 2022
Cash Flows from Operating Activities:
Net loss	$	(492,431	)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from investments held in Trust Account		(23,920	)
Changes in operating assets and liabilities:
Prepaid expenses		220,008
Accounts payable		53,436
Accounts payable - related party		33,920
Accrued expenses		252,831
Net cash used in operating activities		43,844

Cash Flows from Financing Activities:
Offering costs paid		(218,500	)
Net cash used in financing activities		(218,500	)

Net change in cash		(174,656	)

Cash - beginning of the period		489,943
Cash - end of the period	$	315,287

Gross proceeds received from Initial Public Offering	$	276,000,000
Less:
Proceeds allocated to Public Warrants		(7,728,000	)
Offering costs allocated to Class A ordinary shares		(15,571,501	)
Plus:
Accretion on Class A ordinary shares to redemption value		28,819,501
Class A ordinary shares subject to possible redemption	$	281,520,000

	Fair Value Measured as of March 31, 2022
	Level 1		Level 2		Level 3
Investments held in Trust Account - U.S. Treasury Securities	$	281,546,786	$	-	$	-

	Fair Value Measured as of December 31, 2021
	Level 1		Level 2		Level 3
Investments held in Trust Account - U.S. Treasury Securities	$	281,522,866	$	-	$	-

Exhibit Number		Description
3.1		Amended and Restated Memorandum and Articles of Association (1)
4.1		Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (1)
4.2		Specimen Unit Certificate (2)
4.3		Specimen Class A Ordinary Share Certificate (2)
4.4		Specimen Warrant Certificate (2)
10.1		Private Placement Warrants Purchase Agreement between the Company and the Sponsor (1)
10.2		Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company (1)
10.3		Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein (1)
10.4		Letter Agreement among the Company, the Sponsor and the Company’s officers and directors (1)
10.5		Administrative Services Agreement between the Company and the Sponsor (1)
10.6		Engagement Letter between the Registrant and LionTree Advisors LLC (3)
31.1*		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.
31.2*		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.
32.1**		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.
32.2**		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, 2022		INFINITE ACQUISITION CORP.

	By:	/s/ James Rosenstock
		Name:	James Rosenstock
		Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Infinite Acquisition Corp.