Infinite Assets, Inc. entered into a definitive agreement to acquire Aries I Acquisition Corporation (NasdaqCM:RAM) from a group of shareholders for approximately $1 billion in a reverse merger transaction on December 13, 2021. Upon consummation is expected of transaction, result in InfiniteWorld becoming a publicly traded company with a pro forma equity value of approximately $700 million, assuming no redemptions by Aries' public shareholders. The transaction will provide up to $171 million of cash to the combined company (before transaction expenses and assuming no redemptions by Aries' public shareholders) from the approximately $145 million of cash in trust at Aries as well as cash on hand at InfiniteWorld. In addition, InfiniteWorld owns cryptocurrencies valued at approximately $93 million based on recent prices on Coinbase. All InfiniteWorld stockholders will roll 100% of their equity holdings into the combined company. As of July 20, 2022, the parties to the Merger Agreement entered into the First Amendment to the Merger Agreement and increased the consideration to $527 million. In addition, Existing InfiniteWorld stockholders will be eligible for an earn out of up to an additional 50 million shares if the combined company share price attains certain per share price levels between $15.00 and $25.00 after closing of the transaction. In addition, InfiniteWorld stockholders and the Aries sponsor have agreed to customary lock-up terms.

The transaction is subject to, among other things, approval by Aries' shareholders, regulatory approvals, satisfaction or waiver of the conditions stated in the merger agreement, and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and approval by Nasdaq to list the securities of the combined company. Upon closing of the transaction, the combined company is expected to be listed on the Nasdaq Global Select Market under the ticker symbol JPG. There is no minimum cash condition to closing the transaction. The proposed Business Combination has been approved by the Boards of Directors of InfiniteWorld and Aries. The shareholders meeting of Aries is scheduled on August 12, 2022. The business combination is expected to close in the first half of 2022. As per update on May 13, 2022, the timetable for combination of business has been extended from May 21 to August 21, 2022. As of August 16, 2022, it is notified that it was extending the time available to the Company to consummate a business combination from August 21, 2022 to September 21, 2022. As of September 19, 2022, Aries notified that it was extending the time available to the Company to consummate a business combination from September 21, 2022 to October 21, 2022 (the “Extension”). On October 14, 2022, Aries notified that it was extending the time available to the Company to consummate a business combination from October 21, 2022 to November 21, 2022.

Solomon Partners Securities, LLC is serving as exclusive financial and capital markets advisor and David Sakowitz, Jason Osborn, Basil Godellas, Rob Heller and Becky Troutman of Winston & Strawn LLP is serving as legal advisors to Aries. Exos Securities LLC is serving as financial advisor and Jennifer W. Cheng (New York) and Susan Nieto of Reed Smith LLP is serving as legal advisors to InfiniteWorld. Continental Stock Transfer & Trust Company, LLC acted as transfer agent to Aries. Morrow & Co., LLC acted as information agent to Aries.

Infinite Assets, Inc. cancelled the acquisition of Aries I Acquisition Corporation (NasdaqCM:RAM) from a group of shareholders in a reverse merger transaction on December 16, 2022. Parties entered into a Termination of Agreement to mutually terminate the Merger Agreement.