Item 1.01 Entry into a Material Definitive
Agreement.
Merger Agreement
On December 13, 2021,
Aries I Acquisition Corporation, a Cayman Islands exempted company (“Aries”), entered into an Agreement and
Plan of Merger (the “Merger Agreement”), by and among Aries, Aries I Merger Sub, Inc., a Delaware corporation and a
direct wholly-owned subsidiary of Aries (“Merger Sub”), and Infinite Assets, Inc., a Delaware corporation
(“Infinite”).
Consideration
In accordance with the
terms and subject to the conditions of the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement
(the “Closing”), each issued and outstanding share of common stock of Infinite will automatically be converted into a
number of shares of Class A common stock of New Infinite (as defined below) equal to an exchange ratio (the “Exchange
Ratio”) determined by dividing (A) the quotient of (x) $525,000,000 divided by (y) the number of shares of Class A common
stock of Infinite outstanding immediately prior to the Closing (after giving effect to the conversion of certain outstanding
promissory notes) by (B) $10.00 per share (the “Merger Consideration”).
In addition, the holders of
Class A common stock of Infinite immediately prior to the Closing will have the right to receive a pro-rata share of up to 50,000,000
additional shares of New Infinite Class A common stock upon the occurrence of each of certain earn-out triggering events, as follows:
(i) 10,000,000 shares (the “$15.00 Earn Out Shares”) upon the date on which the volume weighted average closing sale price
of one share of the Class A common stock of New Infinite as reported on Nasdaq over any twenty (20) consecutive trading day period (as
equitably adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including any dividend or distribution
of securities convertible into Class A common stock of New Infinite), extraordinary cash dividend, reorganization, recapitalization, reclassification,
combination, exchange of shares or other like change or transaction with respect to the Class A common stock of New Infinite) (such price,
the “Share Price”) is equal to or greater than $15.00 per share at any time during the period beginning at the Closing and
ending on the five-year anniversary of the Closing date (the “Earn Out Period”); (ii) 10,000,000 shares (the “$17.50
Earn Out Shares”) upon the date on which the Share Price is equal to or greater than $17.50 per share during the Earn Out Period;
(iii) 10,000,000 shares (the “$20.00 Earn Out Shares”) upon the date on which the Share Price is equal to or greater than
$20.00 per share during the Earn Out Period; (iv) 10,000,000 shares (the “$22.50 Earn Out Shares”) upon the date on which
the Share Price is equal to or greater than $22.50 per share during the Earn Out Period; and (v) 10,000,000 shares (the “$25.00
Earn Out Shares”) upon the date on which the Share Price is equal to or greater than $25.00 per share during the Earn Out Period.
The Merger
The Merger Agreement provides that, among other things and upon the
terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions
contemplated by the Merger Agreement, the “Business Combination”): (i) immediately prior to the Closing, Aries will
change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating
as a corporation under the laws of the State of Delaware, upon which Aries will change its name to “InfiniteWorld, Inc.”
(“New Infinite”), and (ii) at the Closing, in accordance with the Delaware General Corporation Law, as amended (the “DGCL”),
Merger Sub will merge with and into Infinite with Infinite surviving the merger as a direct, wholly-owned subsidiary of New Infinite.
The board of directors of
Aries (the “Board”) has (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions
contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of Aries.
The board of directors of Infinite has also (i) approved and declared advisable the Merger Agreement, the Business Combination and the
other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders
of Infinite.
Conditions to Closing
The obligation of Aries and
Infinite to consummate the Business Combination pursuant to the Merger Agreement is subject to the satisfaction or waiver of certain closing
conditions, including, among others: (i) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act (the “HSR Act”); (ii) approval of the Business Combination and related agreements and transactions (as more particularly
set forth in the Merger Agreement) by the respective shareholders of Aries and Infinite; (iii)
the listing or receipt of approval for listing of New Infinite’s shares of Class A common stock on the Nasdaq Stock Exchange; and
(iv) the conversion of Infinite’s outstanding convertible notes into Infinite common stock.
Covenants
The Merger Agreement
contains certain covenants, including, among others, providing for: (i) the parties to conduct their respective businesses in the
ordinary course through the Closing; (ii) Infinite to provide to Aries and its representatives reasonable access through the Closing
to Infinite’s properties, books, records and personnel; (iii) Infinite to prepare and deliver certain of its audited financial
statements; (iv) the parties to use commercially reasonable best efforts to make all required filings pursuant to the HSR Act and to
request early termination of all waiting periods applicable under the HSR Act.; (v) Aries and Infinite to prepare, and Aries to
file, a registration statement on Form S-4 and the proxy statement in connection with the Business Combination and Aries to take
certain other actions to obtain the requisite approval of Aries shareholders of certain proposals regarding the Business
Combination; (vi) Aries to adopt, subject to the approval of its shareholders, the New Infinite Incentive Plan and an employee stock
purchase plan; (vii) Aries to use all reasonable best efforts to cause the extensions to be effected, including causing the Sponsor
to fund the extensions pursuant to the terms of Aries’ Amended and Restated Memorandum and Articles of Association (the
“A&R Memorandum”) to extend the period of time for Aries to consummate a business combination; and (viii) the
parties to not initiate any negotiations or enter into any agreements for certain alternative transactions.
Representations and Warranties
The Merger Agreement contains
customary representations and warranties by Aries, Merger Sub, and Infinite. The representations and warranties of the respective parties
to the Merger Agreement will not survive the Closing.
Termination
The Merger Agreement may be terminated under certain limited circumstances
prior to the Closing, including, among others, (i) by mutual written consent of Aries and Infinite, (ii) by either Aries or Infinite if
there is in effect any law or final, non-appealable order, judgment, injunction, decree, writ, ruling, stipulation, determination or award
issued, promulgated, made, rendered or entered into by any court or other tribunal of competent jurisdiction that permanently restrains,
enjoins, makes illegal or otherwise prohibits the consummation of the Business Combination, (iii) by either Aries or Infinite if the Closing
has not occurred on or before November 21, 2022, (iv) by either Aries or Infinite if certain approvals of Aries’s shareholders are
not obtained, (v) by Aries if the amendment to Infinite’s convertible notes and the related
note purchase agreement is not executed and delivered by January 13, 2022 and (vi) by Infinite if the date for Aries to complete its business combination is not extended pursuant to the
terms of the A&R Memorandum.
Certain Related Agreements
Support Agreement
On December 13, 2021, Infinite’s
stockholders entered into a support agreement with Aries (the “Support Agreement”). Under the Support Agreement, Infinite’s
stockholders agreed that they will not transfer their shares of Infinite capital stock and will continue to support, and refrain from
taking certain actions, in each case, subject to the terms and conditions contemplated by the Support Agreement.
Sponsor Agreement
On December 13, 2021,
Aries, Aries Acquisition Partners, Ltd. (the “Sponsor”) and Infinite entered into a sponsor agreement (the
“Sponsor Agreement”). Under the Sponsor Agreement, the Sponsor agreed to, among other things, (i) vote in favor of the
Business Combination, (ii) waive the anti-dilution protection afforded under Aries’s amended and restated certificate of
incorporation in respect of the Class B ordinary shares of Aries held by the Sponsor in connection with the Business Combination,
(iii) support the extensions of the period of time for Aries to consummate a business combination, including causing the Sponsor to fund the extensions pursuant to the
terms of Aries’ A&R Memorandum, and (iv) not transfer its shares of Aries capital stock and will continue to support, and
refrain from taking certain actions that would negatively affect, the transactions contemplated by the Merger Agreement from
occurring, in each case, subject to the terms and conditions contemplated by the Sponsor Agreement. Pursuant to the Sponsor
Agreement, Aries agreed to indemnify the Sponsor against certain liabilities it may incur in connection with the Business
Combination, subject to certain exceptions.
Lock-up Agreement
On December 13, 2021, Aries,
the Sponsor and Infinite’s stockholders entered into a lock-up agreement (the “Lock-up Agreement”), which will be effective
as of the Closing. Under the Lock-up Agreement, the Sponsor and the Infinite stockholders agreed to certain restrictions on transfer with
respect to the shares of New Infinite Class A common stock and private placement warrants they hold or will receive upon the Closing,
which restrictions amend and supersede the restrictions on transfer the Sponsor agreed to in that certain letter agreement, dated May
18, 2021, entered into by and among Aries, the Sponsor and Aries’s officers and directors in connection with Aries’s initial
public offering. The restrictions on transfer contained in the Lock-up Agreement apply to both the Sponsor and Infinite’s existing
stockholders and end: (i) with respect to New Infinite’s Class A common stock, on the earlier of one year after Closing, provided,
however, that the Lock-up Agreement allows for certain early release rights, and the date on which New Infinite completes a liquidation,
merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of the Class A common stock
of New Infinite being converted into cash, securities or other property; and (ii) with respect to New Infinite’s private placement
warrants, on the later of thirty days after the Closing and May 31, 2022.
A&R Registration Rights Agreement
The Merger Agreement contemplates
that, at the Closing, New Infinite, the Sponsor, and the Infinite Members and certain of their permitted transferees will enter into an
Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which, among
other things, Aries will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities
Act”), certain shares of New Infinite Class A common stock and other equity securities of Aries that are held by the parties thereto
from time to time and the Sponsor and Infinite’s stockholders will be granted certain registration rights.
The foregoing descriptions
of the Merger Agreement, the Support Agreement, the Sponsor Agreement, the Lock-up Agreement, and the A&R Registration Rights Agreement,
and the transactions and documents contemplated thereby, are not complete and are subject to and qualified in their entirety by reference
to the Merger Agreement, the Support Agreement, the Sponsor Agreement, the Lock-up Agreement and the A&R Registration Rights Agreement,
copies of which are filed with this Current Report on Form 8-K as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, and the terms of which are incorporated by reference herein.
The Merger Agreement, the
Support Agreement, the Sponsor Agreement, the Lock-up Agreement and the A&R Registration Rights Agreement have been included to provide
investors with information regarding their terms. They are not intended to provide any other factual information about Aries, Infinite
or their respective affiliates. The representations, warranties, covenants and agreements contained in the Merger Agreement, the Support
Agreement, the Sponsor Agreement and the Lock-up Agreement and the other documents related thereto were made only for purposes of the
Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, the Support Agreement,
the Sponsor Agreement and the Lock-up Agreement, may be subject to limitations agreed upon by the contracting parties, including being
qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement,
the Sponsor Agreement, the Support Agreement or the Lock-up Agreement instead of establishing these matters as facts, and may be subject
to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party
beneficiaries under the Merger Agreement, the Support Agreement, the Sponsor Agreement or the Lock-up Agreement and should not rely on
the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts
or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject
matter of representations and warranties may change after the date of the Merger Agreement, the Support Agreement, the Sponsor Agreement
or the Lock-up Agreement, as applicable, which subsequent information may or may not be fully reflected in the public disclosures of Aries
or Infinite.