Blog: ARIES I ACQUISITION CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01. Regulation FD Disclosure.

This Current Report on Form 8-K (this “Form 8-K”) is being furnished by Aries I
Acquisition Corporation, a Cayman Islands exempted company (the “Company”), to
the U.S. Securities and Exchange Commission (the “SEC”) for the sole purpose of
furnishing, as Exhibit 99.1 to this Form 8-K, a press release by Infinite
Assets, Inc., a Delaware corporation (“Infinite”), the Company’s business
combination target, which announces the appointment of David (Dave) Williams, as
Chief Financial Officer and Erick (Rick) Kwak as Chief Legal Officer of
Infinite.

As previously reported, Infinite and the Company entered into an Agreement and
Plan of Merger (the “Merger Agreement”), by and among the Company, Infinite and
Aries I Merger Sub, Inc., a Delaware corporation (“Merger Sub”). If the Merger
Agreement is approved by the Company’s shareholders, and the transactions
contemplated by the Merger Agreement are consummated, Merger Sub will merge with
and into Infinite, with Infinite surviving the merger as a wholly owned
subsidiary of the Company, which will be renamed as “InfiniteWorld, Inc.” (the
“Business Combination”).

The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report on Form 8-K will not
be deemed an admission as to the materiality of any information of the
information in this Item 7.01, including Exhibit 99.1.

Additional Information and Where to Find It

The Company intends to file a registration statement on Form S-4 (the
“Registration Statement”) with 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 http://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 following
the announcement of 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 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
Prospectus, filed with the SEC on May 20, 2021. 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.



No Offer or Solicitation


The press release is not a proxy statement or a solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential
transaction and does not constitute an offer to sell or a solicitation of an
offer to buy any securities of the Company or Infinite, nor shall there be any
sale of any such securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the
Securities Act.

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits




Exhibit No.   Description
  99.1          Press Release dated September 13, 2022
104           Cover Page Interactive Data File (embedded with the Inline XBRL document

© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s