Correspondence 0001140361-22-042932 from Infinite Acquisition Corp. (CIK 0001862327)
Infinite Acquisition Corp. (CIK 0001862327)
Date: Nov. 23, 2022 · CIK: 0001862327 · Accession: 0001140361-22-042932
AI Filing Summary & Sentiment
File numbers found in text: 001-41087
Referenced dates: November 18, 2022
Letter
Infinite Acquisition Corp.
745 Fifth Avenue
15th Floor
New York, NY 10151
November 23, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attention: Howard Efron and Robert Telewicz
Re:
Infinite Acquisition Corp.
Form 10-K for the Year Ended December 31, 2021
Filed March 24, 2022
File No. 001-41087
Ladies and Gentlemen:
This letter sets forth the response of Infinite Acquisition Corp. (the “Company”) to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter dated November 18, 2022, with respect to the above referenced Annual Report on Form 10-K. For ease of reference, we have set forth the Staff’s comment and the Company’s response to the comment below.
Form 10-K for the year ended December 31, 2021
General
1.
Staff’s comment: With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response.
Response: The Company acknowledges the Staff’s comment and confirms that the Company’s sponsor, Infinite Sponsor, LLC, is not, is not controlled by and does not have substantial ties with a non-U.S. person.
We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact Peter S. Seligson at (212) 446 4756 or by email at peter.seligson@kirkland.com.
[Signature Page Follows]
Sincerely,
By:
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Infinite Acquisition Corp.
745 Fifth Avenue
15th Floor
New York, NY 10151
November 23, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attention: Howard Efron and Robert Telewicz
Re:
Infinite Acquisition Corp.
Form 10-K for the Year Ended December 31, 2021
Filed March 24, 2022
File No. 001-41087
Ladies and Gentlemen:
This letter sets forth the response of Infinite Acquisition Corp. (the “Company”) to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S.
Securities and Exchange Commission set forth in your letter dated November 18, 2022, with respect to the above referenced Annual Report on Form 10-K. For ease of reference, we have set forth the Staff’s comment and the Company’s response to the
comment below.
Form 10-K for the year ended December 31, 2021
General
1.
Staff’s comment: With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your
disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an
initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response.
Response: The Company acknowledges the Staff’s comment and confirms that the Company’s sponsor, Infinite Sponsor, LLC, is not, is not
controlled by and does not have substantial ties with a non-U.S. person.
We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact Peter S. Seligson at (212) 446 4756 or by email at
peter.seligson@kirkland.com.
[Signature Page Follows]
Sincerely,
By:
/s/ David Farber
Name: David Farber
Title: Chief Financial Officer
cc:
Peter S. Seligson
Kirkland & Ellis LLP