UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Infinite Acquisition Corp.
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G48028107
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS | | |
| Infinite Sponsor, LLC | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | |
| (a)☐ | | |
| (b)☐ | | |
| 3 | SEC USE ONLY | | |
| | |
| | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| Delaware | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | |
20,340,000(1) | | |
| | |
| 6 | SHARED VOTING POWER | | |
0
| | |
| | |
| 7 | SOLE DISPOSITIVE POWER | | |
20,340,000(1) | | |
| | |
| 8 | SHARED DISPOSITIVE POWER | | |
0
| | |
| | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
20,340,000(1) | | |
| | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | |
| ☐ | | |
| | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | |
42.4%(2) | | |
| | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| OO | | |
| | |
(1) Represents 20,340,000 Class A ordinary shares acquirable in respect of (i) 6,800,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), convertible one-for-one into the Issuer’s Class A ordinary shares at the time of the Issuer's initial business combination or earlier at the option of the holder and (ii) 13,540,000 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (“Private Placement Warrants”), commencing 30 days after completion of the Issuer’s initial business combination.
(2) Calculated based on (i) 27,600,000 Class A ordinary shares outstanding as of November 23, 2021 as reported on the Issuer’s Form 8-K, filed on December 1, 2021, and (ii) 20,340,000 Class A ordinary shares issuable in connection with the 6,800,000 Class B Shares and 13,540,000 Private Placement Warrants held by the Reporting Person.
| Item 1 (a). | Name of Issuer |
Infinite Acquisition Corp. (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
745 Fifth Avenue, 15th Floor
| Item 2(a). | Names of Persons Filing |
This statement is filed by the Infinite Sponsor, LLC, referred to herein as the “Reporting Person.”
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
745 Fifth Avenue, 15th Floor
New York, New York 10151
See response to Item 4 on the cover page.
| Item 2(d). | Title of Class of Securities |
Class A ordinary shares, par value $0.0001 per share.
G48028107
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
Not Applicable.
| | (a) | Amount beneficially owned: |
See response to Item 9 on the cover page.
See response to Item 11 on the cover page.
| | (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See response to Item 5 on the cover page.
| (ii) | Shared power to vote or to direct the vote: |
See response to Item 6 on the cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See response to Item 7 on the cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See response to Item 8 on the cover page.
The reported securities are directly held by the Reporting Person, which is governed by a four-member board of managers. Action by the four-member board of managers is by majority vote so that no individual manager has voting or dispositive control over the reported securities and therefore each manager disclaims beneficial ownership of the reported securities. The filing of this Statement shall not be construed as an admission that the Reporting Person or any individual manager is the beneficial owner of any of the reported securities covered by this Statement.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
| | Infinite Sponsor, LLC |
| | |
| | /s/ Alexander Michael |
| | Name: | Alexander Michael |
| | Title: | Authorized Signatory |
