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 September 30, 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 November 7, 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		1

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022, the Three Months Ended September 30, 2021 and the Period from March 29, 2021 (Inception) through September 30, 2021	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022, the Three Months Ended September 30, 2021 and for the Period from March 29, 2021 (Inception) through September 30, 2021	3

	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and for the Period from March 29, 2021 (Inception) through September 30, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

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

	September 30, 2022			December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	185,536		$	489,943
Prepaid expenses		568,003			870,768
Total current assets		753,539			1,360,711
Prepaid expenses - long term		-			323,315
Investments held in Trust Account		283,183,407			281,522,866
Total Assets	$	283,936,946		$	283,206,892

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	518		$	-
Accounts payable - related party		102,667			43,642
Accrued expenses		348,366			339,023
Note payable - related party		400,000			-
Total current liabilities		851,551			382,665
Deferred underwriting commissions		9,660,000			9,660,000
Total liabilities		10,511,551			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 $10.26 and $10.20 per share redemption value as of September 30, 2022 and December 31, 2021, respectively		283,083,407			281,520,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 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 September 30, 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 September 30, 2022 and December 31, 2021		690			690
Accumulated deficit		(9,658,702	)		(8,356,463	)
Total shareholders’ deficit		(9,658,012	)		(8,355,773	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	283,936,946		$	283,206,892

										For the Period from
	For the Three Months Ended						For the Nine Months Ended			March 29, 2021 (Inception)
	September 30, 2022			September 30, 2021			September 30, 2022			through September 30, 2021
Operating expenses
General and administrative expenses	$	331,318		$	71,310		$	1,024,114		$	82,062
General and administrative expenses - related party		112,701			-			375,259			-
Loss from Operations		(444,019	)		(71,310	)		(1,399,373	)		(82,062	)
Income from investments held in Trust Account		1,257,913			-			1,660,541			-
Net income (loss)	$	813,894		$	(71,310	)	$	261,168		$	(82,062	)

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

Basic and diluted net income (loss) per Class A ordinary share	$	0.02		$	-		$	0.01		$	-

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

Basic and diluted net income (loss) per Class B ordinary share	$	0.02		$	(0.01	)	$	0.01		$	(0.01	)

	Ordinary shares													Total
	Class A				Class B				Additional Paid-In		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			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	)
Remeasurement of Class A ordinary shares to redemption value		-		-		-		-		-		(305,494	)		(305,494	)
Net loss		-		-		-		-		-		(60,295	)		(60,295	)
Balance - June 30, 2022 (unaudited)		-		-		6,900,000		690		-		(9,214,683	)		(9,213,993	)
Remeasurement of Class A ordinary shares to redemption value		-		-		-		-		-		(1,257,913	)		(1,257,913	)
Net income		-		-		-		-		-		813,894			813,894
Balance - September 30, 2022 (unaudited)		-	$	-		6,900,000	$	690	$	-	$	(9,658,702	)	$	(9,658,012	)

	For the Nine Months Ended				For the Period from March 29, 2021 (Inception)
	September 30, 2022				through September 30, 2021
	Class A		Class B		Class A		Class B

Numerator:
Allocation of net income (loss)	$	208,934	$	52,234	$	-	$	(82,062	)

Denominator:
Weighted average ordinary shares outstanding, basic and diluted		27,600,000		6,900,000		-		6,000,000

Basic and diluted net income (loss) per ordinary share	$	0.01	$	0.01	$	-	$	(0.01	)

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:
Remeasurement of Class A ordinary shares to redemption value		28,819,501
Class A ordinary shares subject to possible redemption as of December 31, 2021		281,520,000
Increase in redemption value of Class A ordinary shares subject to redemption		305,494
Class A ordinary shares subject to possible redemption as of June 30, 2022		281,825,494
Increase in redemption value of Class A ordinary shares subject to redemption		1,257,913
Class A ordinary shares subject to possible redemption as of September 30, 2022	$	283,083,407

	Fair Value Measured as of September 30, 2022
	Level 1		Level 2		Level 3
Investments held in Trust Account - U.S. Treasury Securities	$	283,183,407	$	-	$	-

	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: November 7, 2022		INFINITE ACQUISITION CORP.

	By:	/s/ David Farber
		Name:	David Farber
		Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Infinite Acquisition Corp.