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 June 30, 2023

☐ 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

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 August 8, 2023, 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 June 30, 2023 (Unaudited) and December 31, 2022	1

	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022	3

	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18

Item 4.	Controls and Procedures	18

PART II. OTHER INFORMATION		19

Item 1.	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	19

Item 3.	Defaults Upon Senior Securities	19

Item 4.	Mine Safety Disclosures	19

Item 5.	Other Information	19

Item 6.	Exhibits	20

	June 30, 2023			December 31, 2022
	(Unaudited)
Assets:
Current assets:
Cash	$	12,217		$	65,713
Prepaid expenses		111,107			500,858
Total current assets		123,324			566,571
Investments held in Trust Account		291,989,530			285,584,352
Total Assets	$	292,112,854		$	286,150,923

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	1,802		$	4,769
Accounts payable - related party		195,421			132,667
Accrued expenses		582,321			362,296
		450,000			400,000
Total current liabilities		1,229,544			899,732
Deferred underwriting commissions		9,660,000			9,660,000
Total liabilities		10,889,544			10,559,732

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 shares issued and outstanding at approximately $10.58 and $10.34 per share redemption value as of June 30, 2023 and December 31, 2022, respectively		291,889,530			285,484,352

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2023 and December 31, 2022		-			-
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; no non-redeemable shares issued or outstanding as of June 30, 2023 and December 31, 2022		-			-
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022		690			690
Accumulated deficit		(10,666,910	)		(9,893,851	)
Total shareholders’ deficit		(10,666,220	)		(9,893,161	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	292,112,854		$	286,150,923


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Operating expenses
General and administrative expenses	$	303,523		$	304,011		$	677,921		$	692,796
General and administrative expenses - related party		33,126			134,992			95,138			262,558
Loss from Operations		(336,649	)		(439,003	)		(773,059	)		(955,354	)

Income from investments held in Trust Account		3,364,470			378,708			6,405,178			402,628
Net income (loss)	$	3,027,821		$	(60,295	)	$	5,632,119		$	(552,726	)

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

Basic and diluted net income (loss) per Class A ordinary share	$	0.09		$	(0.00	)	$	0.16		$	(0.02	)

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

Basic and diluted net income (loss) per Class B ordinary share	$	0.09		$	(0.00	)	$	0.16		$	(0.02	)

	Ordinary shares								Additional Paid-In Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Class A				Class B
	Shares		Amount		Shares		Amount
Balance - December 31, 2022		-	$	-		6,900,000	$	690	$	-	$	(9,893,851	)	$	(9,893,161	)
Remeasurement of Class A ordinary shares to redemption value		-		-		-		-		-		(3,040,708	)		(3,040,708	)
Net income		-		-		-		-		-		2,604,298			2,604,298
Balance - March 31, 2023 (unaudited)		-		-		6,900,000		690		-		(10,330,261	)		(10,329,571	)
Remeasurement of Class A ordinary shares to redemption value		-		-		-		-		-		(3,364,470	)		(3,364,470	)
Net income		-		-		-		-		-		3,027,821			3,027,821
Balance - June 30, 2023 (unaudited)		-	$	-		6,900,000	$	690	$	-	$	(10,666,910	)	$	(10,666,220	)

	For the Three Months Ended June 30,										For the Six Months Ended June 30,
	2023				2022						2023				2022
	Class A		Class B		Class A			Class B			Class A		Class B		Class A			Class B
Numerator:
Allocation of net income (loss)	$	2,422,257	$	605,564	$	(48,236	)	$	(12,059	)	$	4,505,695	$	1,126,424	$	(442,181	)	$	(110,545	)

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

Basic and diluted net income (loss) per ordinary share	$	0.09	$	0.09	$	(0.00	)	$	(0.00	)	$	0.16	$	0.16	$	(0.02	)	$	(0.02	)

Class A ordinary shares subject to possible redemption as of December 31, 2022	$	285,484,352
Increase in redemption value of Class A ordinary shares subject to redemption		3,040,708
Class A ordinary shares subject to possible redemption as of March 31, 2023		288,525,060
Increase in redemption value of Class A ordinary shares subject to redemption		3,364,470
Class A ordinary shares subject to possible redemption as of June 30, 2023	$	291,889,530

	Fair Value Measured as of June 30, 2023
	Level 1		Level 2		Level 3
Investments held in Trust Account - U.S. Treasury Securities	$	291,989,530	$	-	$	-

	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Level 3
Investments held in Trust Account - U.S. Treasury Securities	$	285,584,352	$	-	$	-

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 equity holders 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: August 8, 2023		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.