Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference
into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
As previously reported, Aries I Acquisition Corporation, a Cayman Islands
exempted company (the "Company"), and Infinite Assets, Inc., a Delaware
corporation ("Infinite"), entered into an Agreement and Plan of Merger, dated
December 13, 2021 (the "Merger Agreement"), by and among the Company, Infinite
and Aries I Merger Sub, Inc., a Delaware corporation ("Merger Sub"), which
provided that if the Merger Agreement was approved by the Company's
shareholders, and the transactions contemplated by the Merger Agreement were
consummated, Merger Sub would merge with and into Infinite, with Infinite
surviving the merger as a wholly owned subsidiary of the Company, which would be
renamed "InfiniteWorld, Inc."
On December 16, 2022, the Company and Infinite entered into a Termination of
Agreement and Plan of Merger (the "Termination Agreement") pursuant to which the
Company and Infinite mutually agreed to terminate the Merger Agreement in
accordance with Section 10.01(a) of the Merger Agreement. Their decision to
enter into the Termination Agreement took into account current market conditions
in certain sectors, the general difficulties facing special purpose acquisition
companies, and other market factors. The termination of the Merger Agreement
became effective as of such date and, as a result, the Merger Agreement is of no
further force and effect and neither the Company nor Infinite shall have any
continuing liability under the Merger Agreement.
Aries intends to continue to pursue the consummation of an initial business
combination with an appropriate target. Any alternative acquisition must be
consummated by December 21, 2022 (or August 21, 2023 if the Company extends the
time to consummate an initial business combination to the fullest extent
available), or during any additional shareholder-approved extension period.
The foregoing descriptions of the Termination Agreement and the Merger Agreement
do not purport to be complete and are qualified in their entirety by the terms
and conditions of the full text of the Termination Agreement and the Merger
Agreement, which are filed as Exhibit 2.1 to this Current Report on Form 8-K and
as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 13, 2021, respectively, each of
which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Termination of Agreement and Plan of Merger, dated December 16, 2022,
by and between Aries I Acquisition Corporation and Infinite Assets,
Inc.
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document).
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