Infinite Acquisition Corp. - Annual Report: 2021 (Form 10-K)

Cayman Islands	001-41087	98-1593937
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

745 Fifth Avenue, 15th Floor New York, New York (Address of principal executive offices)

10151 (Zip Code)

Title of Each Class:		Trading Symbol:		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

			Page
PART I			4
	ITEM 1.	Business	4
	Item 1A.	Risk Factors	25
	Item 1B.	Unresolved Staff Comments	62
	Item 2.	Properties	62
	Item 3.	Legal Proceedings	62
	Item 4.	Mine Safety Disclosures	62
PART II			63
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	63
	Item 6.	Reserved	64
	Item 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	64
	Item 7A.	Quantitative And Qualitative Disclosures About Market Risk	69
	Item 8.	Financial Statements And Supplementary Data	69
	Item 9.	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	69
	Item 9A.	Controls And Procedures	70
	Item 9B.	Other Information	70
	Item 9C.	Disclosures Regarding Foreign Jurisdictions That Prevent Inspections.	70
PART III			71
	Item 10.	Directors, Executive Officers And Corporate Governance	71
	Item 11.	Executive Compensation	81
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	81
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	83
	Item 14.	Principal Accounting Fees And Services.	84
PART IV			86
	Item 15.	Exhibits, Financial Statement Schedules	86
	Item 16.	Form 10-K  Summary	86
INDEX TO FINANCIAL STATEMENTS			F-1

•

“amended and restated memorandum and article of association” are to the amended and restated memorandum and articles of association that the company adopted in connection with the consummation of our initial public offering;

•

“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

•

“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

•

“initial public offering” refers to our initial public offering units, consisting of one Class A ordinary share and one-third of one redeemable warrant;

•

“LionTree” are to LionTree LLC, an affiliate of our sponsor;

•

“LionTree Advisors” are to LionTree Advisors LLC, an affiliate of LionTree;

•

“management” or our “management team” are to our executive officers and directors;

•

“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

•

“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any;

•

“public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market);

•

“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;

•

“sponsor” are to Infinite Sponsor, LLC, a Delaware limited liability company;

•

“Thirty Five Ventures” are to Thirty Five Ventures LLC, an affiliate of our sponsor;

•

“warrants” are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent that they are no longer held by our sponsor or their permitted transferees; and

•

“we,” “us,” “our,” “company” or “our company” are to Infinite Acquisition Corp., a Cayman Islands exempted company.

•

we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our expectations around the performance of a prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses;

•

our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic and the military conflict that started between the Russian Federation, Belarus and Ukraine in February 2022;

•

the ability of our officers and directors to generate a number of potential business combination opportunities;

•

our public securities’ potential liquidity and trading;

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•

the trust account not being subject to claims of third parties;

•

our financial performance; and

•

the other risks and uncertainties discussed in “Item 1A. Risk Factors” and elsewhere in this Report.

ITEM 1.

Business

•

Exclusive financial advisor to Isos Acquisition Corp on its SPAC merger with Bowlero

•

Financial advisor to Kismet Acquisition Corp. on its combination with Nexters Global

•

Financial advisor to Virgin Group’s VG Acquisition Corp. on its combination with 23andMe

•

Financial advisor to PLAYSTUDIOS on its combination with Acies Acquisition Corp.

•

Exclusive financial advisor to Hims & Hers on its combination with Oaktree Acquisition Corp.

•

Sports: We watch, consume and participate in sports largely in the same ways we have for decades, and all that has really changed is the screen size. Few sectors can match that claim. Generational change and technology have long knocked on the door of sports transformation and are now breaking through. Personalized streaming, augmented reality, e-sports, sports betting, biometric access, omnichannel events blurring in-home and live experiences, AI-powered analytical tools and block-chain applications are just a few examples of more bespoke approaches to engaging and retaining consumers that seek a differentiated experience. We believe this is an exciting moment for this massive global industry and one that will lend itself to incredible acquisition opportunities.

•

Health & Wellness: With the COVID-19 pandemic rapidly accelerating shifts towards telehealth in all categories, individuals have shown they want to be led by instructors, doctors, and subject matter experts on almost every choice they make, and they expect the same frictionless ease and connectivity they experience in other categories. Just as mobile devices and cloud computing technology have empowered on-demand transactions in sectors like video (Netflix), music (Spotify), transportation (Uber), sports betting (FanDuel, DraftKings), and insurance (Lemonade), mental health (Calm, Headspace), digital health (Peloton, Oura, Whoop- a Thirty Five and LionTree investment), and wellness (Noom) are the next industries to be completely digitized. The traditional healthcare vertical is poised for digital transformation as well, with growing levels of investment and maturation in the space, from the IPOs of Oscar Health (LionTree acted as co-manager and investor), GoodRx and Amwell, to the merger of Teladoc and Livongo, to the acquisition of hims & hers by the Oaktree Acquisition Corp SPAC in a go-public transaction (LionTree advised hims & hers management).

•

Food Tech & Supply: Increased focus on personal health, animal welfare, and climate change have driven companies to harness technology to create more sustainable food products and production processes. Consumers want better options to achieve more sustainable consumption patterns, even if those alternatives are more expensive. Early pioneers such as Beyond Meat and Impossible Foods popularized plant-based meat substitutes. Companies like Seebo and Winnow have developed simple integration tools to help food manufacturers and restaurants control food waste along the manufacturing production line.

•

E-Commerce: Tremendous energy and investment are devoted to how the intersection of retail, distribution and media might look in the future. Digital-first, direct-to-consumer platforms have flourished by focusing on a specific market segment, rethinking the consumer experience, and building community around their brand. Some examples include Warby Parker (eyewear), Harry’s (personal care), Chewy (pets), Thrive Market (organic grocery), Wayfair (home decor), and Kaval and Rent The Runway (beauty/fashion/apparel) and Gucci (Luxury).

•

Crypto and Digital Assets: The recent acceleration of crypto and digital assets as frictionless tools for the consumer continues to gain tremendous momentum with the rise of platforms like Coinbase, Kraken, Chainalysis, BlockChain.com and BlockFi or security solutions for crypto assets, such as hardware wallet technologies developed by Ledger. These technologies make the internet ownable, providing new ways to reward and compensate creators for their work allowing unbound creativity, and driving toward the emergence of potentially massive new platforms to harness this democratization of scarcity. We have witnessed heightened demand for the ability to ‘purchase’ or ‘own’ pieces of art (SuperRare), content collectibles (Dapper Labs), game collectibles (Axie Infinity), real estate (Decentraland) and much more – all of which is uniquely enabled by the blockchain. Consumers have been empowered to invest directly in athletes’ performance (Sorare), artists (Beeple), and creators (Rally, Mirror), past or present. We believe these non-fungible tokens (NFTs) will enable greater liquidity for previously illiquid assets and reflect the nearly unimaginable scaling that the internet enables.

•

We expect to complete a business combination with a target that is a technology-enabled platform pursuing disruption in the traditional worlds of sports, health & wellness, food, travel, lifestyle and culture (and beyond).

•

We intend to pursue companies that can uniquely benefit from the extensive access, network and reach of our Management, Sponsors and Board.

•

We intend to focus on companies that exhibit exceptional product-market fit, unique brands or intellectual property, strong barriers to entry and overall industry tailwinds.

•

We intend to focus on businesses that can expand rapidly through both organic means and M&A, and both domestically and internationally.

•

We intend to pursue companies with exceptional, talented management teams that strive to be great.

•

We intend to focus on businesses with compelling financial profiles and opportunities to generate attractive returns on capital invested.

•

We intend to pursue targets with the requisite scale and characteristics suitable for a transition to the public markets and one that can benefit from the guidance our Management, Sponsors and Board in developing and articulating the investment opportunity to public investors.

•

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

•

cause us to depend on the marketing and sale of a single product or limited number of products or services.

•

We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding;

•

Any of our directors, officers or substantial security holder (as defined by the NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and

•

the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or

•

The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

•

the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

•

the expected cost of holding a shareholder vote;

•

the risk that the shareholders would fail to approve the proposed business combination;

•

other time and budget constraints of the company; and

•

additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

•

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

•

file proxy materials with the SEC.

•

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

•

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Item 1A.

Risk Factors

•

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

•

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

•

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

•

our inability to pay dividends on our Class A ordinary shares;

•

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

•

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

•

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

•

solely dependent upon the performance of a single business, property or asset; or

•

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

•

restrictions on the nature of our investments; and

•

restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:

•

registration as an investment company with the SEC;

•

adoption of a specific form of corporate structure; and

•

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

•

a limited availability of market quotations for our securities;

•

reduced liquidity for our securities;

•

a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

•

may significantly dilute the equity interest of our investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

•

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

•

could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

•

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

•

may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and

•

may not result in adjustment to the exercise price of our warrants.

•

we have a board that includes a majority of “independent directors,” as defined under the rules of NYSE;

•

we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

•

costs and difficulties inherent in managing cross-border business operations;

•

rules and regulations regarding currency redemption;

•

complex corporate withholding taxes on individuals;

•

laws governing the manner in which future business combinations may be effected;

•

exchange listing and/or delisting requirements;

•

tariffs and trade barriers;

•

regulations related to customs and import/export matters;

•

local or regional economic policies and market conditions;

•

unexpected changes in regulatory requirements;

•

longer payment cycles;

•

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

•

currency fluctuations and exchange controls;

•

rates of inflation;

•

challenges in collecting accounts receivable;

•

cultural and language differences;

•

employment regulations;

•

underdeveloped or unpredictable legal or regulatory systems;

•

corruption;

•

protection of intellectual property;

•

social unrest, crime, strikes, riots and civil disturbances;

•

regime changes and political upheaval;

•

terrorist attacks, natural disasters and wars, including the military conflict between Ukraine, the Russian Federation and Belarus that started in February 2022; and

•

deterioration of political relations with the United States.

Item 1B.

Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a)	Market Information

(b)

Holders

(c)

Dividends

(d)	Securities Authorized for Issuance Under Equity Compensation Plans

(e)	Performance Graph

(f)	Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings.

(g)	Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 6.

Reserved

Item 7.

Management’s Discussion and Analysis Of Financial Condition And Results Of Operations

Item 7A.

Quantitative And Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes In and Disagreements With Accountants On Accounting And Financial Disclosure

Item 9A.

Controls And Procedures

Item 9B.

Other Information

Item 9C.

Disclosures Regarding Foreign Jurisdictions That Prevent Inspections.

Item 10.

Directors, Executive Officers And Corporate Governance

Name		Age		Position
Kevin Durant		33		Co-Chief Executive Officer and Director
Rich Kleiman		45		Co-Chief Executive Officer and Director
James Rosenstock		49		Chief Financial Officer
Alexander Michael		43		Chief Development Officer
Aryeh B. Bourkoff		49		Chairman
Anré Williams		56		Director
Sam Lessin		37		Director
Annastasia Skilakos (Seebohm)		34		Director
Stacey Bendet		46		Director

•

meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

•

monitoring the independence of the independent registered public accounting firm;

•

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

•

inquiring and discussing with management our compliance with applicable laws and regulations;

•

pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

•

appointing or replacing the independent registered public accounting firm;

•

determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

•

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

•

monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and

•

reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

•

should have demonstrated notable or significant achievements in business, education or public service;

•

should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

•

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s and Chief Financial Officer’s, evaluating our Chief Executive Officer’s and Chief Financial Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer and Chief Financial Officer based on such evaluation;

•

reviewing and approving the compensation of all of our other Section 16 executive officers;

•

reviewing our executive compensation policies and plans;

•

implementing and administering our incentive compensation equity-based remuneration plans;

•

assisting management in complying with our proxy statement and annual report disclosure requirements;

•

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

•

producing a report on executive compensation to be included in our annual proxy statement; and

•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

•

duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

•

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

•

directors should not improperly fetter the exercise of future discretion;

•

duty to exercise powers fairly as between different sections of shareholders;

•

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

•

duty to exercise independent judgment.

Individual	Entity	Entity’s Business	Affiliation
Kevin Durant	Thirty Five Ventures LLC(1)	Private Equity	Co-Founder and Co-Chief Executive Officer
	Boardroom 35 LLC	Media	Co-Founder and Co Chief Executive Officer
Rich Kleiman	Thirty Five Ventures LLC(1)	Private Equity	Co-Founder and Co-Chief Executive Officer
	Boardroom 35 LLC	Media	Co-Founder and Co Chief Executive Officer
Alexander Michael	LionTree LLC(1)	Investment and Merchant Banking	Co-Head of LionTree Growth
Aryeh B. Bourkoff	LionTree LLC(1)	Investment and Merchant Banking	Founder, Chairman and Chief Executive Officer
	Ocean Outdoor	Advertising	Chairman
	Kindred Media	Digital Media, Content and Community Investment	Chairman
Anré Williams	American Express	Financial Services	Group President and member of Executive Committee
	Illinois Tool Works Inc.	Manufacturing	Director
Sam Lessin	Slow Ventures	Venture Capital	General Partner
Annastasia Skilakos (Seebohm)	Brilliant Minds Foundation	Education	Chief Executive Officer
Stacey Bendet	Alice + Olivia	Fashion	Chief Executive Officer and Creative Director

(1)	Includes certain of its funds and other affiliates.

•

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses, on the other hand. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers and directors is engaged in several other business endeavors for which he is entitled to substantial compensation and has substantial time commitments, and our executive officers and directors are not obligated to contribute any specific number of hours per week to our affairs.

•

Our sponsor subscribed for founder shares prior to the consummation of our initial public offering and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering. In November 2021, our sponsor transferred 25,000 founder shares to each of Anré Williams, Sam Lessin, Annastasia Skilakos (Seebohm) and Stancey Bendet.

•

Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 21 months from the closing of our initial public offering, or August 23, 2023, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

•

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.

•

LionTree Advisors is acting as our independent financial advisor as defined under FINRA Rule 5110(j)(9), to provide independent financial consulting services, consisting of a review of deal structure and terms and related structuring advice in connection with our initial public offering, for which LionTree Advisors received a fee of $2,208,000, which was paid upon the closing of our initial public offering. In addition, LionTree Advisors will receive up to $3,864,000, which will be payable at the closing of our initial business combination.

•

We may engage LionTree, LionTree Advisors or another affiliate of our sponsor, as a financial or other advisor or agent in connection with our initial business combination and may pay them a customary financial advisory fee, agent fee or consulting fee in an amount that constitutes a market standard fee for comparable transactions. See “Item 1.A. Risk Factor—We may engage LionTree, LionTree Advisors or other affiliates of our sponsor, as our financial advisor or agent on our business combinations and other transactions. Any fee in connection with such engagement may be conditioned upon the completion of such transactions. This financial interest in the completion of such transactions may influence the advice such affiliate provides.”

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

•

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

•

each of our executive officers and directors that beneficially owns ordinary shares; and

•

all our executive officers and directors as a group.

	Class A ordinary shares		Class B ordinary shares		Ordinary shares
Name of Beneficial Owners(1)	Number of Shares Beneficially Owned	Approximate Percentage of Class	Number of Shares Beneficially Owned	Approximate Percentage of Class	Approximate Percentage of Voting Control(2)
Kevin Durant(3)	—	—	—	—	—
Rich Kleiman(3)	—	—	—	—	—
James Rosenstock(3)	—	—	—	—	—
Alexander Michael(3)	—	—	—	—	—
Aryeh B. Bourkoff(3)	—	—	—	—	—
Anré Williams(3)	—	—	25,000	*	*
Sam Lessin(3)			25,000	*	*
Annastasia Skilakos (Seebohm)(3)			25,000	*	*
Stacey Bendet(3)			25,000	*	*
All officers and directors as a group (nine individuals)(3)	—	—	100,000	1.4%	*
Infinite Sponsor, LLC (our sponsor)(4)	—	—	6,800,000	98.6%	19.7%
Blackstone Annex Master Fund L.P.(5)	1,998,000	7.2%	—	—	5.8%
Calamos Market Neutral Income Fund, a series of Calamos Investment Trust(6)	1,500,000	5.4%	—	—	4.4%

*	Less than one percent.

(1)	Unless otherwise noted, the business address of each of our shareholders is 745 Fifth Avenue, 15th Floor, New York, New York 10151.

(2)	Assuming the automatic conversion of Class B ordinary shares into the shares of Class A ordinary shares at the time of the Company’s initial business combination.

(3)	Does not include any securities indirectly owned by this individual as a result of his ownership interest in our sponsor.

(4)	Infinite Sponsor, LLC, our sponsor, is the record holder of such shares. Our sponsor is governed by a board consisting of four managers. Each manager has one vote, and the approval of a majority of the managers is required to approve an action on behalf of our sponsor.

(5)

Includes Class A ordinary shares beneficially held by Blackstone Annex Master Fund L.P. (“Annex Fund”) solely based on the Schedule 13G/A filed by Annex Fund, Blackstone Alternative Asset Management Associates LLC (“BAAMA”), Blackstone Holdings II L.P. (“Holdings II”), Blackstone Holdings I/II GP L.L.C. (“Holdings GP”), Blackstone Inc. (“Blackstone”), Blackstone Group Management L.L.C. (“Blackstone Management”), and Stephen A. Schwarzman (together with Annex Fund, BAAMA, Holdings II, Holdings GP, Blackstone, and Blackstone Management, the “Blackstone Reporting Persons”) with the SEC on February 11, 2022. Does not include warrants to purchase 999,000 Class A Ordinary Shares that are not presently exercisable and held by Annex Fund. BAAMA is the general partner of the Annex Fund. Holdings II is the sole member of BAAMA. Holdings GP is the general partner of Holdings II. Blackstone is the sole member of Holdings GP. Blackstone Management is the sole holder of the Series II preferred stock of Blackstone. Blackstone Management is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman. The business address of each of the Blackstone Reporting Persons is 345 Park Avenue, 28th Floor, New York, NY 10154.

(6)

Includes Class A ordinary shares beneficially held by Calamos Market Neutral Income Fund, a series of Calamos Investment Trust, based solely on the Schedule 13G filed with the SEC on February 3, 2022. The business address of each of the Blackstone Reporting Persons is 2020 Calamos Court, Naperville, IL 60563.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accounting Fees And Services.

Item 15.

Exhibits, Financial Statement Schedules

(a)	The following documents are filed as part of this Report:

(1)

Financial Statements

(2)

Exhibits

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)
4.5*		Description of Registrant’s Securities
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.

*	Filed herewith.

**	Furnished herewith.

(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on November 23, 2021 and incorporated by reference herein.

(2)	Incorporated by reference to the registrant’s Form S-1, filed with the SEC on November 15, 2021.

(3)	Previously filed as an exhibit to our Current Report on Form 8-K filed on December 1, 2021 and incorporated by reference herein.

Item 16.

Form 10-K  Summary

	INFINITE ACQUISITION CORP.
	/s/ Rich Kleiman
	Name:	Rich Kleiman
	Title:	Co-Chief Executive Officer
		(Principal Executive Officer)

Signature		Title		Date
/s/ Rich Kleiman		Co-Chief Executive Officer and Director		March 23, 2022
Rich Kleiman		(Principal Executive Officer)
/s/ Aryeh B. Burkoff		Chairman		March 23, 2022
Aryeh B. Burkoff
/s/ James Rosenstock		Chief Financial Officer		March 23, 2022
James Rosenstock		(Principal Accounting Officer and Principal Financial Officer)
/s/ Anré Williams		Director		March 23, 2022
Anré Williams
/s/ Sam Lessin		Director		March 23, 2022
Sam Lessin
/s/ Annastasia Skilakos (Seebohm)		Director		March 23, 2022
Annastasia Skilakos (Seebohm)
/s/ Stacey Bendet		Director		March 23, 2022
Stacey Bendet

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet as of December 31, 2021	F-3
Statement of Operations for the Period from March 29, 2021 (Inception) through December 31, 2021	F-4
Statement of Changes in Shareholders’ Deficit for the Period from March 29, 2021 (Inception) through December 31, 2021	F-5
Statement of Cash Flows for the Period from March 29, 2021 (Inception) through December 31, 2021	F-6
Notes to Financial Statements	F-7

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

---