| 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 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.
